Agenda packet — Mountain House City Council, March 25, 2026 (part 7 of 8)

1. The Developer is duly organized and validly existing under the laws of the State of Delaware and is registered to transact intrastate business in the State of California and has all requisite right, power, and authority to: (i) execute and deliver this Letter of Representations of The New Home Company Northern California LLC (the “Letter of Representations”); (ii) to execute and deliver the Continuing Disclosure Certificate (The New Home Company Northern California LLC) to be executed by the Developer prior to the Closing (the “Developer Continuing Disclosure Certificate”) and (iii) undertake all of the transactions on its part described in the Preliminary Official Statement.

2. As set forth in the Preliminary Official Statement, certain of the property within Improvement Area No. 11 (the “Improvement Area”) of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (the “District”) is held in the name of the Developer (herein, the “Property”). The undersigned, on behalf of the Developer, make the representations herein with respect to all such Property.

3. The Developer has, or will have prior to the Closing, duly authorized the execution and delivery of the Developer Continuing Disclosure Certificate at the Closing and the performance by the Developer of its obligations thereunder.

4. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of Item 8.3
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the Undersigned,1 (a) the Developer and its Relevant Entities2 are not in breach of or in default under any applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, bond, or note (collectively, the “Material Agreements”) to which the Developer or its Relevant Entities are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Developer’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Developer) prior to delinquency and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default.

5. Except as described in the Preliminary Official Statement, there is no material indebtedness of the Developer or its Relevant Entities that is secured by an interest in the Property. To the Actual Knowledge of the Undersigned, neither the Developer nor any of its Relevant Entities is in default on any obligation to repay borrowed money, which default is reasonably likely to materially and adversely affect the Developer’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Developer) prior to delinquency.

6. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Developer (with proper service of process to the Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any Relevant Entity of the Developer (with proper service of process to such Relevant Entity having been accomplished) or to the Actual Knowledge of the Undersigned is overtly threatened in writing against the Developer or any such Relevant Entity which, if successful, is reasonably likely to materially and adversely affect the Developer’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Developer) 1 “Actual Knowledge of the Undersigned” means the actual (as opposed to constructive) knowledge that the individual signing on behalf of the Developer currently has as of the date of this Letter of Representations or has obtained through: (i) interviews with such current officers and responsible employees of the Developer and its Relevant Entities as the undersigned has determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters that are set forth in this Letter of Representations; and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned has reasonably deemed necessary in order for the undersigned to obtain knowledge of the matters that are set forth in this Letter of Representations. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Developer’s current business and operations.

Officers and employees no longer working for the Developer or its Relevant Entities have not been contacted. 2 “Relevant Entities” means, with respect to the Developer, any other Person: (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by, or under common control with the Developer; and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the Property and investment decision regarding the Bonds (i.e., information relevant to: (a) the Developer’s development plans with respect to the Property and ability to pay the Special Tax levied against the Property (to the extent the responsibility of the Developer) prior to delinquency; or (b) such Person’s assets or funds that would materially affect the Developer’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Developer) prior to delinquency). “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms “controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Due to the recent merger between a subsidiary of Sekisui House Ltd. (“Sekisui House”) and M.D.C. Holdings, Inc., a Delaware corporation (“MDC”) as described in the Preliminary Official Statement, and for purposes of this Letter of Representations, the term Relevant Entity shall exclude Sekisui House and its direct and indirect subsidiaries, other than MDC and the Developer.

Item 8.3
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prior to delinquency.

8. The Developer covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Developer and its Relevant Entities which it controls will not bring any action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance of the City levying the Special Tax within the District, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notice of special tax lien relating thereto. The foregoing covenant shall not prevent the Developer or any Relevant Entity in any way from bringing any other action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body including, without limitation, (a) an action or suit contending that the Special Tax has not been levied in accordance with the methodologies contained in the District’s Rate, Method of Apportionment for the Improvement Area, and Manner of Collection of Special Tax pursuant to which the Special Tax is levied, (b) an action or suit with respect to the application or use of the Special Tax levied and collected, (c) an action or suit to enforce the obligations of the City and/or the District under the Formation Documents, the District Documents, or any other agreements among the Developer or its Relevant Entities, the City, and/or the District or to which the Developer or its Relevant Entities is a party or beneficiary (including, but not limited to, the Fiscal Agent Agreement).

9. Except as disclosed in the Preliminary Official Statement or as a matter of public record (including, without limitation, liens for ad valorem tax obligations), to the Actual Knowledge of the Undersigned, no public debt secured by a tax or assessment on the Property exists or is in the process of being authorized that would include any portion of the Property.

10. To the Actual Knowledge of the Undersigned, the Developer has not been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by the Developer during the period of its ownership included within the boundaries of a community facilities district or an assessment district within California within the last five (5) years that (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a foreclosure action being commenced in a court of law against the Developer.

11. The Developer intends to comply with the provision of the Mello-Roos Community Facilities District Act of 1982, as amended relating to the Notice of Special Tax described in Item 8.3
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Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof.

12. To the Actual Knowledge of the Undersigned, the Developer is able to pay its bills as they become due and no legal proceedings are pending against the Developer (with proper service of process to the Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, overtly threatened in writing in which the Developer may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.

13. Based upon its current development plans, including, without limitation, its current budget, and subject to economic conditions and risks generally inherent in the development of real property, many of which are beyond the control of the Developer, and except as disclosed in the Preliminary Official Statement, including Appendix B-1 thereto, the Developer currently expects that it will have sufficient funds and/or sources of funds to develop the Property as described in the Preliminary Official Statement and to pay the Special Tax levied against the Property (to the extent the responsibility of the Developer) prior to delinquency. However, neither the Developer nor its Relevant Entities are obligated to make any additional capital contribution or loan to the Developer at any time, and the Developer reserves the right to change its development plan and financing plan for the Property at any time without notice, and there is no recourse against the Developer for failure to pay Special Taxes other than the filing of a foreclosure action against the delinquent Property.

14. Solely as to the limited information described in Paragraph 7 above (and subject to the limitations and exclusions set forth in Paragraph 7), the Developer agrees to indemnify and hold harmless, to the extent permitted by law, the City, the District, and their officials and employees, and each Person, if any (each, an “Indemnified Party” and together, the “Indemnified Parties”), who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended, against all claims, damages, or liabilities (collectively, “Claims”) incurred by an Indemnified Party under any statute or at law or in equity, to the extent that such Claims arise from an untrue statement by the Developer of a material fact contained in the information described in Paragraph 7 above (and subject to the limitations and exclusions set forth in Paragraph 7), as of the date of the Preliminary Official Statement, or the omission by the Developer to state in the Preliminary Official Statement, as of its date, a material fact necessary to make the statements made by the Developer contained therein, in light of the circumstances under which they were made not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Developer may otherwise have to any Indemnified Party, provided that in no event shall the Developer be obligated for double indemnification. Further, in no event shall the Developer’s liability under this indemnification provision extend to any claims, damages, liability, losses or costs arising out of or related to the negligence or willful misconduct of an Indemnified Party.

In the event that a covered Claim is brought against any Indemnified Party, such Indemnified Party shall promptly notify the Developer in writing; provided that the failure to notify the Developer shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Developer shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless such liability was also conditioned upon such notice. If any proceeding shall be brought or asserted against an Indemnified Party upon a covered Claim, and it shall have notified the Developer thereof, the Developershall retain counsel Item 8.3
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reasonably satisfactory to the Indemnified Party (who may be counsel to the Developer) to represent the Indemnified Party in such proceeding regarding the covered Claim and shall pay the fees and expenses of such counsel solely with respect to such proceeding, as incurred. Any Indemnified Party shall have the right to retain its own counsel in such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Developer and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Developer has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Developer such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Developer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Developer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Developer shall not be liable for any settlement of any proceeding effected without its written consent. The Developer shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding upon a covered Claim in respect of which any Indemnified Party is a party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

15. If, between the date hereof and the Closing Date, to the Actual Knowledge of the Undersigned, any event relating to or affecting the Developer, its Relevant Entities, ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any Relevant Entity of the Developer (including, if material to the Developer’s development plan or the Developer’s financing plan, loans of such Relevant Entities) shall occur which the undersigned believes would cause the information under the section[s] of the Preliminary Official Statement indicated in Paragraph 7 hereof (and subject to the limitations and exclusions set forth in Paragraph 7), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the undersigned shall notify the City and the Underwriter and if in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Developer shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter.

16. On behalf of the Developer, the undersigned has reviewed the contents of this Certificate and has met with counsel to the Developer for the purpose of discussing the meaning of its contents.

Item 8.3
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The undersigned has executed this Letter of Representations solely in his or her capacity as authorized officer or representative of the Developer and he or she will have no personal liability arising from or relating to this Letter of Representations.

THE NEW HOME COMPANY NORTHERN
CALIFORNIA LLC, a Delaware limited liability company
By: ___________________________________
______________
_____________
Item 8.3
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EXHIBIT E

MOUNTAIN HOUSE FINANCING AUTHORITY

SPECIAL TAX REVENUE BONDS
SERIES 2026A

LETTER OF REPRESENTATIONS OF

KB HOME NORTH BAY LLC
_____, 2026
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”), and pursuant to Section 8(u) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between the Mountains House Public Financing Authority (the “Authority”) and Piper Sandler & Co. (the “Underwriter”), KB HOME North Bay LLC, a Delaware limited liability company (the “Developer”), hereby represents, warrants and covenants to the Authority and the Underwriter as of the date hereof as set forth herein. Unless otherwise indicated, capitalized terms used herein and not defined have the meaning given to them in the Bond Purchase Agreement.

1. The Developer is duly organized and validly existing under the laws of the State of Delaware and is registered to transact intrastate business in the State of California and has all requisite right, power, and authority to: (i) execute and deliver this Letter of Representations of KB HOME North Bay LLC (the “Letter of Representations”); (ii) to execute and deliver the Continuing Disclosure Certificate (KB HOME North Bay LLC) to be executed by the Developer prior to the Closing (the “Developer Continuing Disclosure Certificate”) and (iii) undertake all of the transactions on its part described in the Preliminary Official Statement.

2. As set forth in the Preliminary Official Statement, the property within Improvement Area No. 12 (the “Improvement Area”) of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (the “District”) is held in the name of the Developer (herein, the “Property”). The undersigned, on behalf of the Developer, make the representations herein with respect to all such Property.

4. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned,1 (a) the Developer and its Relevant Entities2 are not in breach of or in default under 1 “Actual Knowledge of the Undersigned” means the actual (as opposed to constructive) knowledge that the individual signing on behalf of the Developer currently has as of the date of this Letter of Representations or has obtained through: (i) interviews with such current officers and responsible employees of the Developer and its Relevant Entities as the undersigned has determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters that are set forth in this Letter of Representations; and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned has reasonably deemed necessary in order for the undersigned to obtain knowledge of the matters that are set forth in this Letter of Representations. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Developer’s current business and operations.

Officers and employees no longer working for the Developer or its Relevant Entities have not been contacted. 2 “Relevant Entities” means, with respect to the Developer, any other Person: (i) who directly, or indirectly through one or more Item 8.3
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any applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, bond, or note (collectively, the “Material Agreements”) to which the Developer or its Relevant Entities are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Developer’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Developer) prior to delinquency and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default.

7. As of the date thereof, to the Actual Knowledge of the Undersigned, the Preliminary Official Statement, solely with respect to information contained therein with respect to the Developer, its Relevant Entities, ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any Relevant Entity of the Developer (including, if material to the Developer’s development plan or the Developer’s financing plan, other loans of such Relevant Entities) as set forth under the captions entitled “THE IMPROVEMENT AREAS, and “CONTINUING DISCLOSURE—Merchant Developer Prior Continuing Disclosure Compliance—KB” and in Appendix C-1 (excluding therefrom, in each case, information which is identified as having been provided by a source other than the intermediaries, is currently controlling, controlled by, or under common control with the Developer; and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the Property and investment decision regarding the Bonds (i.e., information relevant to: (a) the Developer’s development plans with respect to the Property and ability to pay the Special Tax levied against the Property (to the extent the responsibility of the Developer) prior to delinquency; or (b) such Person’s assets or funds that would materially affect the Developer’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Developer) prior to delinquency). “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms “controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Due to the recent merger between a subsidiary of Sekisui House Ltd. (“Sekisui House”) and M.D.C. Holdings, Inc., a Delaware corporation (“MDC”) as described in the Preliminary Official Statement, and for purposes of this Letter of Representations, the term Relevant Entity shall exclude Sekisui House and its direct and indirect subsidiaries, other than MDC and the Developer.

Item 8.3
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Developer), is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

11. The Developer intends to comply with the provision of the Mello-Roos Community Facilities District Act of 1982, as amended relating to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof.

13. Based upon its current development plans, including, without limitation, its current Item 8.3
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budget, and subject to economic conditions and risks generally inherent in the development of real property, many of which are beyond the control of the Developer, and except as disclosed in the Preliminary Official Statement, including Appendix C-1 thereto, the Developer currently expects that it will have sufficient funds and/or sources of funds to develop the Property as described in the Preliminary Official Statement and to pay the Special Tax levied against the Property (to the extent the responsibility of the Developer) prior to delinquency. However, neither the Developer nor its Relevant Entities are obligated to make any additional capital contribution or loan to the Developer at any time, and the Developer reserves the right to change its development plan and financing plan for the Property at any time without notice, and there is no recourse against the Developer for failure to pay Special Taxes other than the filing of a foreclosure action against the delinquent Property.

In the event that a covered Claim is brought against any Indemnified Party, such Indemnified Party shall promptly notify the Developer in writing; provided that the failure to notify the Developer shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Developer shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless such liability was also conditioned upon such notice. If any proceeding shall be brought or asserted against an Indemnified Party upon a covered Claim, and it shall have notified the Developer thereof, the Developershall retain counsel reasonably satisfactory to the Indemnified Party (who may be counsel to the Developer) to represent the Indemnified Party in such proceeding regarding the covered Claim and shall pay the fees and expenses of such counsel solely with respect to such proceeding, as incurred. Any Indemnified Party shall have the right to retain its own counsel in such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Developer and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Developer has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Developer such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Developer and the Indemnified Party and representation of both parties by the same counsel Item 8.3
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would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Developer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Developer shall not be liable for any settlement of any proceeding effected without its written consent. The Developer shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding upon a covered Claim in respect of which any Indemnified Party is a party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

16. On behalf of the Developer, the undersigned has reviewed the contents of this Certificate and has met with counsel to the Developer for the purpose of discussing the meaning of its contents.

Item 8.3
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The undersigned has executed this Letter of Representations solely in his or her capacity as authorized officer or representative of the Developer and he or she will have no personal liability arising from or relating to this Letter of Representations.

KB HOME NORTH BAY LLC, a Delaware limited
liability company
By: ___________________________________
______________
_____________
Item 8.3
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EXHIBIT F

MOUNTAIN HOUSE FINANCING AUTHORITY

SPECIAL TAX REVENUE BONDS
SERIES 2026A
CLOSING CERTIFICATE OF ____________
Dated: ______, 2026
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”), and pursuant to Section 8(__) of the Bond Purchase Agreement (the “Bond Purchase Agreement by and between the Mountain House Financing Authority (the “Authority”) and Piper Sandler & Co. (the “Underwriter”), ____________, a ___________ (the “Developer”), hereby represents, warrants and covenants to the Authority and the Underwriter as of the date hereof. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to such terms in the Letter of Representations of _______________, executed by the Developer and dated _____, 2026 (the “Letter of Representations”), delivered by the Developer.

1. The undersigned is duly authorized to execute this Closing Certificate (the “Closing Certificate”) on behalf of the Developer.

2. The Developer is duly authorized to execute, deliver and perform its obligations under a Developer Continuing Disclosure Certificate.

3. The Developer has duly executed and delivered the Developer Continuing Disclosure Certificate.

4. The Developer has received the final Official Statement relating to the Bonds, dated _____, 2026 (the “Official Statement”). To the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement which has materially and adversely affected or is reasonably expected to materially and adversely affect the statements and information described in Paragraph 7 of the Letter of Representations (and subject to the limitations and exclusions set forth in Paragraph 7 of the Letter of Representations) relating to the Developer, its Relevant Entities, ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any Relevant Entities (including, if material to the Developer’s development plan or the Developer’s financing plan, loans of such Relevant Entities) that, if not disclosed in the Official Statement for the purposes for which it is to be used , would make such statements and information contained in the Official Statement materially misleading.

5. To the Actual Knowledge of the Undersigned, the representations and warranties made by the Developer in the Letter of Representations are true and correct in all material respects on and as of the date hereof, with the same effect as if made on the date hereof, except that all references to the Preliminary Official Statement in the Letter of Representations shall be deemed references to the Official Statement.

6. For the period through 25 days after the “end of the underwriting period” as defined in the Bond Purchase Agreement to mean the Closing Date, if any event relating to or affecting the Item 8.3
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Developer, its Relevant Entities, ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any Affiliates of the Relevant Entities (including, if material to the Developer’s development plan or the Developer’s financing plan, other loans of such Relevant Entities) shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City, to amend or supplement the Official Statement in order to make the information under the section[s] of the Preliminary Official Statement indicated in Paragraph 7 of the Letter of Representations (and subject to the limitations and exclusions set forth in Paragraph 7 of the Letter of Representations) not misleading in the light of the circumstances under which they were made, the Developer shall reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the Official Statement in form and substance reasonably satisfactory to the Underwriter and Disclosure Counsel which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The undersigned has executed this Closing Certificate solely in his or her capacity as authorized representatives of the Developer and he or she will have no personal liability arising from or relating to this Closing Certificate.
______________________,
a ____________________
By: _____________________________
Name: ___________________________
Title: ____________________________
Item 8.3
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EXHIBIT G

MOUNTAIN HOUSE FINANCING AUTHORITY

SPECIAL TAX REVENUE BONDS
SERIES 2026A
CERTIFICATE OF TPG AG EHC III (NWHM) CA 2, L.P.
_____, 2026
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”), and pursuant to Section 8(q) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between the Mountain House Financing Authority (the “Authority”) and Piper Sandler & Co. (the “Underwriter”), TPG AG EHC III (NWHM) CA 2, L.P., a Delaware limited partnership (the “Landowner”), hereby represents, warrants and covenants to the Authority and the Underwriter as of the date hereof that:

1. The Landowner is a limited partnership validly existing and in good standing under the laws of the State of Delaware, and is registered to transact intrastate business in the State of California, and has all requisite limited partnership right, power and authority: (i) to execute and deliver this Certificate of CERTIFICATE OF TPG AG EHC III (NWHM) CA 2, L.P. (the “Certificate”); and (ii) to undertake all of the transactions on its part described in the Preliminary Official Statement.

2. As set forth in the Preliminary Official Statement, certain property within Improvement Area No. 11 (the “Improvement Area”) of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (the “District”) is held in the name of the Landowner (herein the “Property”). The undersigned, on behalf of the Landowner, makes the representations herein with respect to all such Property owned by Landowner.

3. As of the date thereof, the Preliminary Official Statement, solely with respect to information contained therein with respect to the Landowner and ownership of the Property by Landowner as set forth Appendix B-1 of the Preliminary Official Statement under the caption “Land Bank Arrangement” is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4. The Landowner covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Landowner will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of any ordinance of the City levying Special Taxes within the Improvement Area, to invalidate the District, the Improvement Area or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notice of special tax lien relating thereto. The foregoing covenant shall not prevent the Landowner in any way from bringing any other action, suit or proceeding including, without limitation, (a) an action or suit contending that the Special Taxes have not been levied in accordance with the methodologies contained in the District’s Rate and Method of Apportionment of Special Taxes for the Improvement Area pursuant to which the Special Taxes are levied, or (b) an action or suit with respect to the application or use of the Special Taxes levied and collected.

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G-2
4912-8357-4678v2/024667-0200

5. Except as disclosed in the Preliminary Official Statement, the Landowner is not aware that any other public debt secured by a tax or assessment on the Property exists or is in the process of being authorized or any assessment districts or community facilities districts have been or are in the process of being formed that include any portion of the Property.

6. To the undersigned’s actual knowledge, the Landowner has not been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by the Landowner within the boundaries of a community facilities district or an assessment district within California that (a) would have caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a foreclosure action being commenced against the Landowner by a court of law.

The undersigned has executed this Certificate solely in his or her capacity as the manager of the authorized agent of the Landowner and he or she will have no personal liability arising from or relating to this Certificate.

CERTIFICATE OF TPG AG EHC III (NWHM) CA 2, L.P.,
a Delaware Limited Partnership
By: _____________________________
Name: ___________________________
Title: ____________________________
Item 8.3
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Jones Hall Draft 3.11.26

FISCAL AGENT AGREEMENT
by and between

CITY OF MOUNTAIN HOUSE
and
COMPUTERSHARE TRUST COMPANY, N.A.,
as Fiscal Agent
Dated as of April 1, 2026
Relating to:
$_____________
Improvement Area No. 11 of
City of Mountain House
Community Facilities District No. 2024-1
(Public Facilities and Services)
Special Tax Bonds Series 2026
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i

TABLE OF CONTENTS

ARTICLE I

STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement .............................................................................. 3 Section 1.02. Agreement for Benefit of Bondowners............................................................... 3 Section 1.03. Definitions .......................................................................................................... 3

ARTICLE II

THE BONDS
Section 2.01. Principal Amount; Designation......................................................................... 11 Section 2.02. Terms of Bonds................................................................................................ 11 Section 2.03. Redemption...................................................................................................... 12 Section 2.04. Form of Bonds ................................................................................................. 14 Section 2.05. Execution of Bonds.......................................................................................... 14 Section 2.06. Transfer of Bonds ............................................................................................ 15 Section 2.07. Exchange of Bonds.......................................................................................... 15 Section 2.08. Bond Register .................................................................................................. 15 Section 2.09. Temporary Bonds ............................................................................................ 15 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen..................................................... 16 Section 2.11. Limited Obligation ............................................................................................ 16 Section 2.12. No Acceleration................................................................................................ 16

ARTICLE III

ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds ...................................................................... 17 Section 3.02. Application of Proceeds of Sale of Bonds and Collection of Special Tax ........ 17 Section 3.03. Special Tax Fund............................................................................................. 17 Section 3.04. [Not Used].......................................................... Error! Bookmark not defined.

Section 3.05. Improvement Fund........................................................................................... 18 Section 3.06. Costs of Issuance Fund ................................................................................... 19

ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND
Section 4.01. Pledge of Special Tax Revenues and Other Amounts..................................... 20 Section 4.02. Bond Fund ....................................................................................................... 20

ARTICLE V

OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment............................................................................................ 22 Section 5.02. Limited Obligation ............................................................................................ 22 Section 5.03. Extension of Time for Payment........................................................................ 22 Section 5.04. Against Encumbrances.................................................................................... 22 Section 5.05. Books and Accounts ........................................................................................ 22 Section 5.06. Protection of Security and Rights of Owners ................................................... 22 Section 5.07. Compliance with Law; Completion of Project................................................... 23 Section 5.08. Private Activity Bond Limitation........................................................................ 23 Section 5.09. Federal Guarantee Prohibition......................................................................... 23 Section 5.10. Collection of Special Tax Revenues ................................................................ 23 Section 5.11. Further Assurances.......................................................................................... 23 Section 5.12. No Arbitrage..................................................................................................... 24 Section 5.13. Maintenance of Tax-Exemption ....................................................................... 24 Item 8.3
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ii
Section 5.14. Annual State Reports....................................................................................... 24 Section 5.15. Covenant to Foreclose..................................................................................... 24 Section 5.16. Continuing Disclosure to Owners..................................................................... 25 Section 5.17. No Additional Bonds ........................................................................................ 25 Section 5.18. Yield of the Bonds............................................................................................ 25

ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY OF THE CITY Section 6.01. Deposit and Investment of Moneys in Funds................................................... 26 Section 6.02. Rebate of Excess Investment Earnings to the United States .......................... 27 Section 6.03. Limited Obligation ............................................................................................ 27

ARTICLE VII

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent............................................................................ 28 Section 7.02. Liability of Fiscal Agent .................................................................................... 28 Section 7.03. Information....................................................................................................... 29 Section 7.04. Notice to Fiscal Agent...................................................................................... 29 Section 7.05. Compensation, Indemnification........................................................................ 30

ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted ................................................................................... 31 Section 8.02. Owners’ Meetings ............................................................................................ 31 Section 8.03. Procedure for Amendment with Written Consent of Owners ........................... 32 Section 8.04. Disqualified Bonds ........................................................................................... 32 Section 8.05. Effect of Supplemental Agreement .................................................................. 32 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments................ 33 Section 8.07. Amendatory Endorsement of Bonds................................................................ 33 Section 8.08. Opinion of Counsel Regarding Supplemental Agreement ............................... 33

ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties......................................................... 34 Section 9.02. Successor is Deemed Included in All References to Predecessor.................. 34 Section 9.03. Discharge of Agreement .................................................................................. 34 Section 9.04. Execution of Documents and Proof of Ownership by Owners......................... 35 Section 9.05. Waiver of Personal Liability.............................................................................. 35 Section 9.06. Notices to and Demands on City and Fiscal Agent.......................................... 35 Section 9.07. Partial Invalidity................................................................................................ 36 Section 9.08. Unclaimed Moneys .......................................................................................... 36 Section 9.09. Applicable Law................................................................................................. 36 Section 9.10. Conflict with Act ............................................................................................... 36 Section 9.11. Conclusive Evidence of Regularity .................................................................. 36 Section 9.12. Payment on Business Day............................................................................... 36 Section 9.13. Counterparts .................................................................................................... 36 Section 9.15. U.S.A. Patriot Act ............................................................................................. 36

EXHIBIT A FORM OF BOND
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FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT (the “Agreement”) is made and entered into and dated as of April 1, 2026, by and between the City of Mountain House, a municipal corporation and general law city, organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) for and on behalf of its City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (the “District”), and Computershare Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America with a corporate trust office located in St. Paul, Minnesota, as fiscal agent (the “Fiscal Agent”).

W I T N E S S E T H :

WHEREAS, the City Council has conducted proceedings under and pursuant to the MelloRoos Community Facilities Act of 1982, as amended (the “Act”), to (i) establish the District (ii) designate within the District five initial improvement areas, including “Improvement Area No. 11 of the City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services)” (“Improvement Area No. 11”), and (iii) establish a future annexation area for the District known as “City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (Future Annexation Area)” for the District (the “Future Annexation Area”); and WHEREAS, under the Act, the City Council is authorized to issue bonded indebtedness secured by special taxes levied within the District and improvement areas therein for the purpose of providing moneys for the construction and acquisition of improvements, and the payment of certain fees, authorized for the District; and
WHEREAS, on April 10, 2024, the Board of Directors of the Mountain House Community Services District, as the predecessor to the City Council of the City, as legislative body of the CFD, established the bonded indebtedness limit for the District in the principal amount of not to exceed $1,830,700,000 (excluding bonds described in Section 53364.2(e) of the Act), initially allocated to Improvement Area Nos. 1-5 therein as initially established, with the remainder in the amount of $1,066,400,000 allocated to improvement areas contemplated to be established at dates subsequent to the date of formation of the District; and WHEREAS, on ___________, 2026 Improvement Area No. 11 was established as an area annexed into the District with a bonded indebtedness limit in the principal amount of not to exceed $6,800,000 (excluding bonds described in Section 53364.2(e) of the Act); and WHEREAS, under the provisions of the Act, on __________, 2026, the City Council of the City adopted its Resolution No. 2026-_____ (the “Resolution”), which resolution authorized the issuance of its Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds Series 2026 to provide moneys for the construction and acquisition of improvements for the District and provided that said issuance would be in accordance with the Act and this Agreement, and authorized the execution hereof; WHEREAS, the Mountain House Financing Authority has determined to issue its Mountain House Financing Authority Special Tax Revenue Bonds, Series 2026A (the “Authority Revenue Bonds”) pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California and to purchase the Bonds and designate the payments thereon received by the Authority as security for Authority Revenue Bonds;
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2 WHEREAS, it is in the public interest and for the benefit of the City, the District, the persons responsible for the payment of special taxes and the Owners of the Bonds that the City enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the Bonds authorized to be issued hereunder and the administration and payment of the Bonds; and WHEREAS, the City has determined that all things necessary to cause the Bonds, when authenticated by the City for the District and issued as in the Act, the Resolution and this Agreement provided to be legal, valid and binding and special obligations of the City for the District in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized.

NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

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3 ARTICLE I

AUTHORITY AND DEFINITIONS STATUTORY AUTHORITY AND

DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act and the Resolution.

Section 1.02. Agreement for Benefit of Bondowners. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the equal benefit, protection and security of the Owners. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. The Fiscal Agent may become the Owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Fiscal Agent.

Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. “Acquisition Agreement” means the Acquisition Agreement, dated as of _______, 2026, by and between the City and [[Risewell Homes., a ____________ ]], and any amendments thereto.
“Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq. of the California Government Code. “Additional Bonds” means any bonds other than the Bonds issued pursuant to Section

5.17 hereof.
“Administrative Expense Priority” means (i) for Fiscal Year 2026-27, $35,000, and (ii) for each subsequent fiscal year, an amount equal to the preceding fiscal year’s Administrative Expense Priority plus an additional 2% of such amount.
“Administrative Expenses” means any or all of the following: the fees and expenses of the Fiscal Agent (including any fees or expenses of its counsel), the expenses of the City in carrying out its duties hereunder (including, but not limited to, the levying and collection of the Special Taxes, and the foreclosure of the liens of delinquent Special Taxes) including the fees and expenses of its counsel, an allocable share of the salaries of City staff directly related thereto and a proportionate amount of City general administrative overhead related thereto, any amounts paid by the City from its general funds pursuant to Section 6.02, and all other costs and expenses of the City or the Fiscal Agent incurred in connection with the issuance and administration of the Bonds and/or the discharge of their respective duties hereunder (including, but not limited to, the calculation of the levy of the Special Taxes, foreclosures with respect to delinquent taxes, and the calculation of amounts subject to rebate to the United States) and, in the case of the City, in any way related to the administration of the District and Improvement Item 8.3
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4 Area No. 11. Administrative Expenses shall include any such expenses incurred in prior years but not yet paid, and any advances of funds by the City under Section 6.02 hereof. “Agreement” means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement. “Annual Debt Service” means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Bonds, including any mandatory sinking fund payments, due in such Bond Year.
“Authority” means the Mountain House Financing Authority. “Authority Indenture” means that certain Indenture of Trust, dated as of April 1, 2026, between the Authority and the Authority Trustee, pursuant to which the Authority Revenue Bonds are issued.
“Authority Reserve Fund” means the Reserve Fund by that name established pursuant to Authority Indenture.
“Authority Revenue Bonds” means the Authority’s Special Tax Revenue Bonds, Series 2026 issued under the Authority Indenture.
“Authority Trustee” means Computershare Trust Company, N.A. or any successor thereto appointed pursuant to the Authority Indenture.
“Authorization” means a principal amount of bonds authorized to be issued for Improvement Area No. 11, not to exceed $__________ (excluding bonds described in Section 53364.2(e) of the Act).
“Authorized Officer” means the City Manager, Finance Director, Administrative Services Director, or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer.
“Bond Counsel” means (i) Jones Hall, A Professional Law Corporation or (ii) any other attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. “Bond Fund” means the fund by that name established pursuant to Section 4.02(A) hereof.
“Bonds” means the Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds Series 2026 issued hereunder.
.
“Bond Year” means each twelve-month period beginning on September 2 in any year and extending to the next succeeding September 1, both dates inclusive; except that the first Bond Year shall begin on the Closing Date and end on September 1, 2026.

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5 “Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Principal Office of the Fiscal Agent is located are authorized or obligated by law or executive order to be closed. “Capitalized Interest Account” means the fund by that name established pursuant to Section 4.02(A) hereof.
“CDIAC” means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto. “City” means the City of Mountain House, California.
“Closing Date” means _________, 2026, being the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.
“Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code. “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated __________, 2026, by and among the City and Kosmont Financial Services, Inc., in its capacity as Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof.
“Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, or indirectly by the Authority and related to the authorization, sale and issuance of the Authority Revenue Bonds which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, expenses and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by the City in connection with the issuance of the Bonds, financial advisor fees, Bond (underwriter’s) discount or underwriting fee, legal fees and charges, including bond counsel, charges for execution, transportation and safekeeping of the Bonds and any other cost, charge, or fee in connection with the original delivery of Bonds. Costs of Issuance shall also include an allocable portion of the expenses of the authorization, execution, sale, and delivery of Authority Revenue Bonds.
“Costs of Issuance Fund” means the fund by that name established pursuant to Section 3.06(A) hereof.
“Debt Service Account” means the account of the Special Tax Fund by that name established by Section 3.03(A) hereof.
“Debt Service” means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period.

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6 “District” means the City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services), including the improvement areas therein, established pursuant to the Resolution of Formation and subsequent annexations. “Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security—State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California, but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States. “Federal Securities” means any of the following which are non-callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent (the Fiscal Agent entitled to rely upon investment direction from the City as a certification that such investment constitutes a legal investment). (i) Direct general obligations of the United States of America (including obligations issued or held in book-entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as “stripped” obligations and coupons; or
(ii) Any of the following obligations of the following agencies of the United States of America: (i) direct obligations of the Export-Import Bank, (ii) certificates of beneficial ownership issued by the Farmers Home Administration, (iii) participation certificates issued by the General Services Administration, (iv) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, (v) project notes issued by the United States Department of Housing and Urban Development, and (vi) public housing notes and bonds guaranteed by the United States of America.
“Finance Director” means the Finance Director, including any acting or interim Finance Director, of the City, or the Administrative Services Director or a person serving in a similar capacity, or a designee of such person, or the City Manager. “Fiscal Agent” means the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01.

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7 “Fiscal Year” means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive.
“Improvement Area No. 11” means Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services). “Improvement Fund” means the fund by that name established pursuant to Section 3.05(A) hereof.
“Interest Payment Dates” means March 1 and September 1 of each year, commencing September 1, 2026.
“Maximum Annual Debt Service” means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. “Officer’s Certificate” means a written certificate of the City signed by an Authorized Officer of the City.
“Ordinance” means any ordinance of the City levying the Special Taxes. “Original Purchaser” means the Authority Trustee, acting on behalf of the Authority. “Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to the Agreement or any Supplemental Agreement. “Owner” or “Bondowner” means any person who shall be the registered owner of any Outstanding Bond.
“Participating Underwriter” shall have the meaning ascribed thereto in the Continuing Disclosure Certificate entered into by the Authority in connection with the issuance of the Authority Revenue Bonds.
“Permitted Investments” means any of the following, to the extent that they are lawful investments for City funds at the time of investment, and are acquired at Fair Market Value (the Fiscal Agent entitled to rely upon investment direction from the City as a certification that such investment constitutes a legal investment):
(i) Federal Securities;
(ii) any of following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation or Farm Credit Banks (consisting of Federal Land Banks, Federal Intermediate Credit Banks or Banks for Cooperatives); (c) bonds or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act, bonds of any federal home loan bank established under said act and stocks, bonds, debentures, participations and other obligations of or issued by the Federal National Item 8.3
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8 Mortgage Association, the Student Loan Marketing Association, the Government National Mortgage Association and the Federal Home Loan Mortgage Corporation; and bonds, notes or other obligations issued or assumed by the International Bank for Reconstruction and Development;
(iii) interest-bearing demand or time deposits (including certificates of deposit) in federal or State of California chartered banks (including the Fiscal Agent), provided that (a) in the case of a savings and loan association, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such savings and loan association shall be rated in one of the top two rating categories by a nationally recognized rating service, and (b) in the case of a bank, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such bank (or the unsecured obligations of the parent bank holding company of which such bank is the lead bank) shall be rated in one of the top two rating categories by a nationally recognized rating service;
(iv) repurchase agreements with a registered broker/dealer subject to the Securities Investors Protection Corporation Liquidation in the event of insolvency, or any commercial bank provided that: (a) the unsecured obligations of such bank shall be rated in one of the top two rating categories by a nationally recognized rating service, or such bank shall be the lead bank of a banking holding company whose unsecured obligations are rated in one of the top two rating categories by a nationally recognized rating service; (b) the most recent reported combined capital, surplus an undivided profits of such bank shall be not less than $100 million; (c) the repurchase obligation under any such repurchase obligation shall be required to be performed in not more than 30 days; (d) the entity holding such securities as described in clause (c) shall have a pledged first security interest therein for the benefit of the Fiscal Agent under the California Commercial Code or pursuant to the book-entry procedures described by 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. and are rated in one of the top two rating categories by a nationally recognized rating service;
(v) bankers acceptances endorsed and guaranteed by banks described in clause (iv) above;
(vi) obligations, the interest on which is exempt from federal income taxation under Section 103 of the Code and which are rated in the one of the top two rating categories by a nationally recognized rating service;
(vii) money market funds which invest solely in Federal Securities or in obligations described in the preceding clause (ii) of this definition, or money market funds which are rated in the highest rating category by Standard & Poor’s Ratings Services or Moody’s Investor Service, including funds which are managed or maintained by the Fiscal Agent;
(viii) units of a taxable government money market portfolio comprised solely of obligations listed in (i) and (iv) above;
(ix) any investment which is a legal investment for proceeds of the Bonds at the time of the execution of such agreement, and which investment is made pursuant to an agreement between the City or the Fiscal Agent or any successor Fiscal Agent and a Item 8.3
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9 financial institution or governmental body whose long term debt obligations are rated in one of the top two rating categories by a nationally recognized rating service; (x) commercial paper of “prime” quality of the highest ranking or of the highest letter and numerical rating as provided for by Moody’s Investors Service, or Standard and Poor’s Corporation, of issuing corporations that are organized and operating within the United States and having total assets in excess of $500,000,000, and having a rating of at least “AA” (without regard to qualifier) for the issuer’s debentures, other than commercial paper, as provided for by Moody’s Investors Service or Standard and Poor’s Corporation, and provided that purchases of eligible commercial paper may not exceed 180 days maturity nor represent more than 10 percent of the outstanding paper of an issuing corporation;
(xi) any general obligation of a bank or insurance company whose long term debt obligations are rated in one of the two highest rating categories of a national rating service;
(xii) shares in a common law trust established pursuant to Title 1, Division 7, Charter 5 of the Government Code of the State which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of the State, as it may be amended;
(xiii) shares in the California Asset Management Program; (xiv) the Local Agency Investment Fund established pursuant to Section 16429.1 of the Government Code of the State of California, provided, however, that the Fiscal Agent will be permitted to make investments and withdrawals in its own name and the Fiscal Agent may restrict investments in the such fund if necessary to keep moneys available for the purposes of this Fiscal Agent Agreement; or
(xv) any other lawful investment for City funds.
“Prepayment Account” means the account of the Bond Fund by that name established by Section 4.02(A) hereof.
“Principal Office” means the corporate trust office of the Fiscal Agent set forth in Section 9.06, or such other or additional offices as may be designated by the Fiscal Agent. “Project” means the acquisitions and improvements described in the Resolution of Formation and pursuant to the Acquisition Agreement and any joint community facilities agreements, including actual costs related thereto, including costs incurred for formation of the District.
“Rate and Method” means the Rate and Method of Apportionment of Special Tax for Improvement Area No. 11, as initially approved and as may be amended. “Record Date” means the 15th day of the month next preceding the month of the applicable Interest Payment Date whether or not such day is a Business Day. “Regulations” means temporary and permanent regulations promulgated under the Code.

Item 8.3
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10 “Reserve Requirement Allocation” means, initially, the amount of $____________, and thereafter any lesser amount, if and to the extent determined by the Authority in connection with Improvement Area contributions to the Authority Reserve Fund. “Resolution” means Resolution No. 2026-____, adopted by the City Council of the City on ___________, 2026, which resolution authorized the issuance of the Bonds. “Resolution of Formation” means Resolution No. R-2024-04, adopted by the Board of Directors of the Mountain House Community Services District, as predecessor to the City, establishing the District and a Future Annexation Area, including to the extent the context requires, parcels subject to the Resolution of Formation as originally adopted pursuant to concluded annexation into the District by unanimous approval. “Series” means any series of bonds authorized for Improvement Area No. 11 pursuant to this Fiscal Agent Agreement or any Supplemental Agreement. “Special Tax Administrator” means Goodwin Consulting Group, Inc., Sacramento, California, or any other entity which may at any time be substituted in its place by the City. “Special Tax Fund” means the fund by that name established by Section 3.03(A) hereof. “Special Taxes” means the “Facilities Special Tax” as defined in the Rate and Method, levied within Improvement Area No. 11 pursuant to the Act, the Ordinance and this Agreement. “Special Tax Revenues” means the proceeds of the Special Taxes annually received by the City, excluding any interest and penalties thereon collected in connection with delinquent Special Taxes, less an amount equal to the Administrative Expense Priority, including all scheduled payments and delinquent payments thereof, and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes. “Supplemental Agreement” means an agreement which is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder.
“Surplus Account” means the account of the Special Tax Fund by that name established by Section 3.03(A) hereof.

Item 8.3
Mountain House Page 1286 of 1663
11 ARTICLE II

THE BONDS
Section 2.01. Principal Amount; Designation. Bonds in the aggregate principal amount of $_____________ are hereby authorized to be issued by the City for Improvement Area No. 11 under and subject to the terms of the Authorization, the Resolution and this Agreement, the Act and other applicable laws of the State of California. The Bonds shall be designated the “Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds Series 2026.” Section 2.02. Terms of Bonds.
(A) Form; Denominations. The Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof. The Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent.
(B) Date of Bonds. The Bonds shall be dated the Closing Date for the Bonds. (C) CUSIP Identification Numbers. So long as the Bonds are registered to the Original Purchaser no “CUSIP” identification numbers shall be assigned to the Bonds. (D) Maturities. The Bonds shall be issued as serial bonds and term bonds and shall mature and become payable as follows:

Maturity Date
(September 1)
Principal
Amount
Interest
Rate
(T)
(T) Term Bond.
(E) Interest. The Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if at the time of authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

Item 8.3
Mountain House Page 1287 of 1663
12 (F) Method of Payment. The principal of and interest on the Bonds and any premium thereon are payable in lawful money of the United States of America. So long as the Original Purchaser is the owner of the Bonds the Fiscal Agent may transfer payments to the Authority Trustee in whatsoever manner the Fiscal Agent and Authority Trustee deem expeditious.

All Bonds paid by the Fiscal Agent pursuant to this Section shall be cancelled by the Fiscal Agent. The Fiscal Agent shall destroy the cancelled Bonds and issue a certificate of destruction thereof to the City.

Section 2.03. Redemption.
(A) Redemption Dates.
(i) Optional Redemption. The Bonds are subject to redemption prior to their respective stated maturities at the option of the City, from moneys deposited by the Authority or the City from any source of available funds, as a whole or in part (in such maturities as may be specified by the City and at random within a maturity) on any date on and after September 1, _____ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, ____ through August 31, ____ 103%
September 1, ____ through August 31, ____ 102
September 1, ____ through August 31, ____ 101
September 1, ____ and any date thereafter 100
(ii) Mandatory Redemption From Prepayments. The Bonds are subject to mandatory redemption from prepayments of the Special Tax by property owners, in whole or in part among maturities as shall be specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, ____ through and including March 1, ____ 103% September 1, ____ and March 1, ____ 102
September 1, ____ and March 1, ____ 101
September 1, ____ and any Interest Payment Date thereafter 100 Item 8.3
Mountain House Page 1288 of 1663
13 The proceeds of any such prepayment shall be deposited in the Prepayment Account of the Bond Fund and applied by the Fiscal Agent to pay the redemption price of the Bonds. (iii) Mandatory Sinking Fund Redemption. The Bonds maturing September 1, _____ and September 1, ____ are subject to mandatory sinking payment redemption in part on September 1, _____ and September 1, ____, respectively,and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term Bonds Maturing September 1, _____
Sinking Fund
Redemption Date
(September 1)
Sinking Fund Payment
(maturity)
Term Bonds Maturing September 1, _____
Sinking Fund
Redemption Date
(September 1)
Sinking Fund Payment
(maturity)
The amounts in the foregoing tables shall be reduced pro rata at the direction of the City in an Officer’s Certificate, in order to maintain substantially uniform debt service, as a result of any prior partial redemption of the Bonds pursuant to Section 2.03(A)(i) or (ii) above.

In lieu of redemption under this Section 2.03, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase. (B) Notice to Fiscal Agent. The City shall give the Fiscal Agent an Officer’s Certificate containing notice of its intention to redeem Bonds pursuant to subsections (A)(i) and (A)(ii) not less than 45 days prior to the applicable redemption date. (C) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to Item 8.3
Mountain House Page 1289 of 1663
14 such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds. Notwithstanding the foregoing, so long as the Original Purchaser is the owner of the Bonds giving of notice shall notice shall not be required.

The City has the right to rescind any notice of the redemption of Bonds under Section

2.03(A)(i) by written notice to the Fiscal Agent on or prior to two Business Days prior the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an event of default. The City and the Fiscal Agent have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Fiscal Agent shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this Section.

Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number, if any, identifying, by issue and maturity, of the Bonds being redeemed with the proceeds of such check or other transfer.

Whenever provision is made in this Agreement for the redemption of less than all of the Bonds of any maturity, the Fiscal Agent shall select the Bonds to be redeemed, from all Bonds or such given portion thereof of such maturity by lot in any manner which the Fiscal Agent in its sole discretion shall deem appropriate.

Upon surrender of Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the City, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. (D) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice.

All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the cancelled Bonds and issue a certificate of destruction thereof to the City.

Section 2.04. Form of Bonds. The Bonds, the form of Fiscal Agent’s certificate of authentication and the form of assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, the Resolution and the Act.

Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the City by the Mayor and the City Clerk of the City who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the City shall be impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose signature appears on any Bond ceases to be Item 8.3
Mountain House Page 1290 of 1663
15 such officer before delivery of the Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the Owner. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City.

Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement.

Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer.

Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity.

No transfers of Bonds shall be required to be made (i) within fifteen (15) days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.

Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such exchange shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange.

No exchanges of Bonds shall be required to be made (i) within fifteen (15) days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.

Section 2.08. Bond Register. The Fiscal Agent will keep or cause to be kept, at its Principal Office, sufficient books for the registration and transfer of the Bonds (the “Bond Register”), which books shall show the series number, date, amount, rate of interest and Owner of each Bond and shall at all times be open to inspection by the City during regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided.

Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, Item 8.3
Mountain House Page 1291 of 1663
16 lithographed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate.

Every temporary Bond shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder.

Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the City shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled by it and destroyed by the Fiscal Agent who shall deliver a certificate of destruction thereof to the City. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and indemnity for the Fiscal Agent and the City satisfactory to the Fiscal Agent shall be given, the City shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The City may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section and of the expenses which may be incurred by the City and the Fiscal Agent for the preparation, execution, authentication and delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement.

Section 2.11. Limited Obligation. All obligations of the City under this Agreement and the Bonds shall be special obligations of the City, payable solely from the Special Tax Revenues and the funds pledged therefore hereunder. Neither the full faith and credit nor the taxing power of the City (except to the limited extent set forth herein) or the State of California or any political subdivision thereof is pledged to the payment of the Bonds.

Section 2.12. No Acceleration. The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section 2.13 shall in any way prohibit the redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03 hereof.

Item 8.3
Mountain House Page 1292 of 1663
17 ARTICLE III

ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this Agreement, the City may issue the Bonds in the aggregate principal amount set forth in Section 2.01 or as authorized in any supplemental agreement and deliver such Bonds to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of Bonds in accordance with the provisions of the Act, the Resolution and this Agreement, to authorize the payment of Costs of Issuance of the Bonds from the proceeds of the Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser.

Section 3.02. Application of Proceeds of Sale of Bonds.

The proceeds of the purchase of the Bonds by the Original Purchaser in the amount of $__________, which is the principal amount thereof ($__________) plus net original issue premium of $__________ and less [allocated costs of the Underwriter’s discount for the Authority Revenue Bonds in the amount of $__________,] shall be paid to the Fiscal Agent, who shall forthwith deposit such proceeds on the Closing Date as follows:
(i) Deposit in the Improvement Fund $__________
(ii) Transfer to the Authority Trustee for deposit into the Authority Reserve Fund, the Reserve Requirement Allocation in the amount of $__________; (iii) Deposit $__________ in the Capitalized Interest Account of the Bond Fund; and
(iv) Deposit in the Costs of Issuance Fund $__________.

Section 3.03. Special Tax Fund.
(A) Establishment of Special Tax Fund. There is hereby established as a separate fund to be held by the Finance Director, known as Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026, Special Tax Fund. Within the Special Tax Fund, the Finance Director shall establish and maintain two accounts, (i) the Debt Service Account, to the credit of which the City shall deposit, immediately upon receipt, all Special Tax Revenues received by the City, and any amounts required by Section 3.05(B) to be deposited in the Special Tax Fund, and (ii) the Surplus Account, to the credit of which the City shall deposit surplus Special Tax Revenues described in Section 3.03(B) below. Moneys in the Special Tax Fund shall be held in trust by the City for the benefit of the City and the Owners of the Bonds, shall be disbursed as provided below and, pending any disbursement, shall be subject to a lien in favor of the Owners of the Bonds.
(B) Disbursements. All Special Tax Revenues shall be deposited in the Debt Service Account upon receipt. No later than 10 Business Days prior to each Interest Payment Date, the City shall withdraw from the Debt Service Account and transfer (i) to the Authority Trustee for deposit into the Authority Reserve Fund, an amount, but only to the extent that a draw on the Item 8.3
Mountain House Page 1293 of 1663
18 Authority Reserve Fund has occurred which is attributable to deficiencies in the payment of the Bonds such that the amount then on deposit therein is equal to the Reserve Requirement Allocation, and (ii) to the Fiscal Agent for deposit in the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund such that the amount in the Bond Fund equals the principal, including any mandatory sinking fund payments, premium, if any, and interest due on the Bonds on the next Interest Payment Date, provided, however, that as soon as practicable after the receipt by the City of any prepayments of Special Taxes, but no later than 30 Business Days after such receipt, the City shall transfer such prepayments to the Fiscal Agent for deposit into the Prepayment Account of the Bond Fund to be used for the redemption of bonds as instructed by the City. After the transfers under subsections (i) and (ii) have been made, the City may, on or after September 2 of each year, transfer to the Surplus Account the amount remaining in the Debt Service Account.

From time to time, the City may withdraw from the Surplus Account of the Special Tax Fund, to be used for any lawful purpose related to the District. (C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.

Section 3.05. Improvement Fund.
(A) Establishment of Improvement Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, known as Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds Improvement Fund to the credit of which a deposit shall be made as required by Section 3.02 and as required by Section 3.03. Moneys in the Improvement Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section. (B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be made as determined by an Authorized Officer for the payment or reimbursement of the costs of the Project, including for costs of acquisition of portions of the Project in accordance with the Acquisition Agreement, authorized administrative expenses of the City, debt service on the Bonds in the event of default in the payment of Special Taxes by the Developer (as defined in the Acquisition Agreement), and/or otherwise as authorized by the City, by submission of an Officer’s Certificate to the Fiscal Agent requesting disbursement of moneys. The Fiscal Agent need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, that has not been released or will not be released simultaneously with such payment. The Fiscal Agent shall not incur any liability for any disbursement from the Improvement Fund made in reliance upon any Officer’s Certificate.
(C) Investment. Moneys in the Improvement Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from the investment of amounts in the Improvement Fund shall be retained in the Improvement Fund to be used for the purposes of the Improvement Fund.
(D) Closing of Fund. Upon the filing of an Officer’s Certificate stating that the portion of the Project to be financed from the Improvement Fund has been completed and that all costs of such portion of the Project have been paid or are not required to be paid from the Improvement Fund, the Authorized Officer shall request the Fiscal Agent to transfer the amount, if any, Item 8.3
Mountain House Page 1294 of 1663
19 remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with Section 4.02 and the Improvement Fund shall be closed.

Section 3.06. Costs of Issuance Fund.
(A) Establishment of Costs of Issuance Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, known as Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds Series 2026 Costs of Issuance Fund, to the credit of which a deposit shall be made as required by Section 3.02. Moneys in the Costs of Issuance Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance of the Bonds.
(B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in an Officer’s Certificate containing respective amounts to be paid to the designated payees, signed by the Finance Director or a designee thereof and delivered to the Fiscal Agent. The Fiscal Agent shall pay all Costs of Issuance of the Bonds upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such Officer’s Certificate, or upon receipt of an Officer’s Certificate requesting payment of a Costs of Issuance not listed on the initial Officer’s Certificate delivered to the Fiscal Agent on the Closing Date of the Bonds. The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of 6 months, from the Closing Date of the Bonds and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the Improvement Fund, and if the Improvement Fund has been closed then to the Special Tax Fund, and the Costs of Issuance Fund shall be closed. Thereafter, every invoice received by the Fiscal Agent shall be submitted to the Finance Director for payment from amounts on deposit in the Special Tax Fund. (C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund.

Item 8.3
Mountain House Page 1295 of 1663
20 ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND
Section 4.01. Pledge of Special Tax Revenues and Other Amounts. All of the Special Tax Revenues and, until disbursed as provided herein, all moneys deposited in the Special Tax Fund and in the Bond Fund are hereby pledged to secure the repayment of the Bonds. Such pledge shall constitute a first lien on the Special Tax Revenues and said amounts.

The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided herein) are hereby dedicated in their entirety to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided herein and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03.

Amounts in the Surplus Account, the Improvement Fund and the Costs of Issuance Fund are not pledged to the repayment of the Bonds. The facilities acquired with the proceeds of the Bonds are not in any way pledged to the repayment of the Bonds. Any proceeds of condemnation, destruction or other disposition of any facilities financed with the proceeds of the Bonds are not pledged to the repayment of the Bonds and are free and clear of any lien or obligation imposed hereunder.

Section 4.02. Bond Fund.
(A) Establishment of Bond Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, known as Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds Bond Fund, to the credit of which deposits shall be made as required by Section 3.03(B)(ii), Section 4.03 and any other amounts required to be deposited therein by this Agreement or the Act. Within the Bond Fund, the Fiscal Agent shall establish a Prepayment Account and deposit therein moneys received, if any, from prepayments of the Special Tax pursuant to Section

2.03(A)(ii). Moneys in the Bond Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of, and interest and any premium on, the Bonds as provided below, and, pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds.

There is also hereby created within the Bond Fund a “Capitalized Interest Account” which account is hereby established for purposes of accounting for the disposition of Bonds, a portion of the proceeds of which will be deposited to such Capitalized Interest Account pursuant to Section 3.02. The amount deposited to the Capitalized Interest Account and any investment earnings thereon shall be used solely to make payments on the Bonds through and including September 1, 2026. Any excess amounts therein on September 1, 2026 shall be transferred to the Special Tax Fund, and the Capitalized Interest Account shall thereupon be closed. (B) Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the Bonds the principal of, and interest and any premium, then due and payable on the Bonds, including any amounts due on the Bonds by reason of the sinking payments set forth in Section 2.03(A)(iii) or any redemption of the Bonds as provided under Section 2.03(A)(i). Moneys in the Prepayment Account shall be disbursed for redemption of Bonds as instructed by the City.

Item 8.3
Mountain House Page 1296 of 1663
21 In the event that amounts in the Bond Fund are insufficient to pay regularly scheduled payments of principal of and interest on the Bonds, the Fiscal Agent shall notify the Authority that a withdrawal from the Authority Reserve Fund may be necessary, the amount of such insufficiency, and the Fiscal Agent shall provide written notice to the Finance Director and the Special Tax Administrator of the insufficiency.

If, after the foregoing transfer, there are insufficient funds in the Bond Fund to make the payments provided for to pay regularly scheduled payments of principal of and interest on the Bonds, the Fiscal Agent shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds other than by reason of sinking payments, and then to payment of principal due on the Bonds by reason of sinking payments.

Any sinking payment not made as scheduled shall be added to the sinking payment to be made on the next sinking payment date.
(C) Investment. Moneys in the Bond Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Bond Fund to be used for the purposes of such fund. (D) Deficiency. If ten days before any Interest Payment Date it appears to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay regularly scheduled debt service on the Bonds in a timely manner, the Fiscal Agent shall report to the Finance Director such fact. The City covenants to increase the levy of the Special Taxes in the next Fiscal Year (subject to the maximum amount authorized for Improvement Area No. 11) in accordance with the procedures set forth in the Act for the purpose of curing Bond Fund deficiencies.

If on any Interest Payment Date the Fiscal Agent is unable to pay principal, interest and premium, if any, due on any Interest Payment Date for the Bonds due to insufficient funds in the Bond Fund, or if funds are needed to fully fund the Reserve Requirement Allocation, the Fiscal Agent shall notify the Finance Director in writing of such fact, and the Finance Director shall notify CDIAC of such fact within 10 days of such Interest Payment Date. The Fiscal Agent has no obligation under this Agreement to provide notice or disclosure to the Bondowners of insufficient funds or anticipation of deficiency in the Bond Fund.

Item 8.3
Mountain House Page 1297 of 1663
22 ARTICLE V

OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment. The City will punctually pay or cause to be paid the principal of, and interest and any premium on, the Bonds when and as due in strict conformity with the terms of this Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds.

Section 5.02. Limited Obligation. The Bonds are limited obligations of the City on behalf of Improvement Area No. 11 of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in certain funds and accounts as described herein.

Section 5.03. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded.

Section 5.04. Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Agreement.

Section 5.05. Books and Accounts. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Special Tax Fund and to the Special Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing.

The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions of the Fiscal Agent relating to the expenditure of amounts disbursed from funds and accounts held by the Fiscal Agent hereunder. Such books of record and accounts shall at all times during business hours and upon reasonable prior notice, be subject to the inspection of the City and the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing.

Section 5.06. Protection of Security and Rights of Owners. The City will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City.

Item 8.3
Mountain House Page 1298 of 1663
23 Section 5.07. Compliance with Law; Completion of Project. The City will comply with all applicable provisions of the Act and the law in completing the acquisition and construction of the Project; provided that the City shall have no obligation to advance any funds to complete the Project in excess of the amounts available therefor in the Improvement Fund.

Section 5.08. Private Activity Bond Limitation. The City shall assure that the proceeds of the Bonds are not so used as to cause the Authority Revenue Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.

Section 5.09. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Authority Revenue Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

Section 5.10. Collection of Special Tax Revenues. The City shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes.

On or within five Business Days of each June 1, the Fiscal Agent shall provide the Finance Director with a notice stating the amount then on deposit in the Bond Fund and any insufficiency of the amount of the Reserve Requirement Allocation. The receipt of such notice by the Finance Director shall in no way affect the obligations of the Finance Director under the following two paragraphs. Upon receipt of such notice, the Finance Director shall ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits during the preceding and then current year.

The City shall effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance such that the computation of the levy is complete before the final date on which the County Auditor will accept the transmission of the Special Tax amounts for the parcels within Improvement Area No. 11 for inclusion on the next secured real property tax roll. Upon the completion of the computation of the amounts of the levy, the City shall prepare or cause to be prepared, and shall transmit to the Finance Director, such data as the County Auditor requires to include the levy of the Special Taxes on the next secured real property tax roll.

The City shall fix and levy the amount of Special Taxes within Improvement Area No. 11 required for the payment of principal of and interest on any Outstanding Bonds becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Requirement Allocation and an amount estimated to be sufficient to pay the Administrative Expenses during such year, all in accordance with the Rate and Method and the Ordinance.

The Special Taxes shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. Notwithstanding the foregoing, the Special Taxes may be collected in such other manner as the City shall prescribe if necessary to pay the debt service on the Bonds.

Section 5.11. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the Item 8.3
Mountain House Page 1299 of 1663
24 better assuring and confirming unto the Owners of the rights and benefits provided in this Agreement.

Section 5.12. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the gross proceeds of the Bonds which if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Authority Revenue Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code and Regulations.

Section 5.13. Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest on the Authority Revenue Bonds from the gross income of the Owners of the Authority Revenue Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Authority Revenue Bonds.

Section 5.14. Annual State Reports. The following requirements shall apply to the Bonds:
(A) Annual Reporting. Not later than October 30 of each calendar year, beginning with the October 30 first succeeding the date of the Bonds, and in each calendar year thereafter until the October 30 following the final maturity of the Bonds, the Finance Director shall prepare and supply the California Debt and Investment Advisory Commission, by mail, postage prepaid, with the information required under Section 53359.5(c) of the Act. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC. (B) Other Reporting. If within 10 days prior to any Interest Payment Date it appears to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay regularly scheduled debt service on the Bonds in a timely manner or if the Fiscal Agent is unable to pay principal, interest and premium, if any, due on any Interest Payment Date for the Bonds due to insufficient funds in the Bond Fund, the Finance Director shall make the reports required under Section 4.02(D) hereof. (C) Amendment. The reporting requirements of this Section 5.14 shall be amended from time to time, without action by the City or the Fiscal Agent, to reflect any amendments to Section 53359.5(b) or Section 53359.5(c) of the Act.
(D) No Liability. None of the City and its officers, agents and employees, the Finance Director or the Fiscal Agent shall be liable for any inadvertent error in reporting the information required by this Section 5.14.

Section 5.15. Covenant to Foreclose. The City hereby covenants with and for the benefit of the Owners of the Bonds that it will annually on or before September 1 of each year review the public records of the County related to the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior Fiscal Year, and if the City determines on the basis of such review that:
(a) the amount so collected is deficient by more than 5% of the total amount of the Special Tax for Improvement Area No. 11 levied in such Fiscal Year, then the City will institute, prosecute and pursue such foreclosure proceedings against each parcel in Improvement Area No. 11 for which any installment of the Special Tax is delinquent in the time and manner provided below; or
Item 8.3
Mountain House Page 1300 of 1663
25 (b) the amount so collected is deficient by less than 5% of the total amount of the Special Tax for Improvement Area No. 11 levied in such Fiscal Year, but property owned by any single property owner is delinquent cumulatively by an amount equal to three installment payments with respect to the current and past Special Tax due, then the City will institute, prosecute and pursue such foreclosure proceedings against each such property owner in the time and manner provided below.

The Finance Director of the City shall within 60 days thereafter send or cause to be sent a written demand letter to the delinquent parcel(s) and lender of record, if any, as the first step in instituting foreclosure proceedings as authorized by the Mello-Roos Act in order to enforce the lien of the delinquent installment of the Special Tax on each such parcel, and shall thereafter diligently prosecute and pursue such foreclosure proceedings to judgment and sale in such manner and upon such timing as advised by legal counsel, taking into account the amounts delinquent, the estimate cost of legal proceedings, the status of Special Tax collections and available debt service reserves; provided, that the City shall not be obligated to commence proceedings against any delinquent parcels in any Fiscal Year in which the City has received or expects to receive one hundred percent (100%) of the amount of such installment from a so-called “Teeter Plan.”
Notwithstanding the foregoing, in certain instances the amount of a Special Tax delinquency on a particular parcel in relation to the cost of appropriate foreclosure proceedings may be such that the costs do not warrant the foreclosure proceedings costs. In such cases, foreclosure proceedings may be delayed by the City until there are sufficient Special Tax delinquencies accruing to such parcel (including interest and penalties thereon) to warrant the cost of such foreclosure proceedings.

Section 5.16. Continuing Disclosure to Owners. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate for the Authority Revenue Bonds. Notwithstanding any other provision of this Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered a default hereunder; however, any Participating Underwriter or any holder or beneficial owner of the Authority Revenue Bonds may take such actions as may be necessary and appropriate to compel performance by the City of its obligations thereunder, including seeking mandate or specific performance by court order.

Section 5.17. No Additional Bonds. The City covenants not to issue Additional Bonds payable from Special Taxes and by the Special Tax Revenues equally and ratably with the Bonds previously issued, except that the City may issue bonds to refund all or part of the Bonds. The City may also issue bonds secured by Special Taxes on a subordinate basis to the pledge of Special Taxes for payment of the Bonds.

Section 5.18. Yield of the Bonds. In determining the yield of the Bonds to comply with Section 5.13 hereof, the City will take into account optional and mandatory prepayment redemption (including premium, if any) in advance of maturity based on the reasonable expectations of the City, as of the Closing, without regard to whether or not redemption moneys are received or Bonds are redeemed.

Item 8.3
Mountain House Page 1301 of 1663
26 ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;

LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent, shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer’s Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer’s Certificate, the Fiscal Agent shall invest any such moneys in Permitted Investments described in clause (vii) of the definition thereof which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Agreement and held by the Finance Director shall be invested by the Finance Director in any lawful investments that the City may make, which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts.

The Fiscal Agent or Finance Director may act as principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the Finance Director shall incur any liability for losses arising from any investments made pursuant to this Section. Any losses arising from any investments made pursuant to this Section shall be offset against interest earnings and profits retained in the same fund.

Except as otherwise provided in the next sentence, all investments of amounts deposited in any fund or account created by or pursuant to this Agreement, or otherwise containing gross proceeds of the Bonds (within the meaning of Section 148 of the Code), shall be acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or the Code) at Fair Market Value. For purposes of any Fair Market Value determination hereunder, the Fiscal Agent shall be entitled to conclusively rely on an Officer’s Certificate of the City and shall be fully protected in relying thereon. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code (unless valuation is undertaken at least annually) shall be valued at their present value (within the meaning of Section 148 of the Code).

Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or the Finance Director hereunder, provided that the Fiscal Agent or the Finance Director, as applicable, shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement.

The Fiscal Agent or the Finance Director, as applicable, shall sell or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the Finance Director shall Item 8.3
Mountain House Page 1302 of 1663
27 be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith.

The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically waives receipt of such confirmations to the extent permitted by law. The Fiscal Agent will furnish the City periodic cash transaction statements which include detail for all investment transactions made by the Fiscal Agent hereunder.

Section 6.02. Rebate of Excess Investment Earnings to the United States. The City covenants to calculate and rebate to the federal government, if and to the extent required in connection with the Authority Revenue Bonds, in accordance with the Regulations, excess investment earnings to the extent required by Section 148(f) of the Code.

In order to provide for the administration of this Section 6.02, the City may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the City may deem appropriate.

Section 6.03. Limited Obligation. The City’s obligations hereunder are limited obligations of the City on behalf of Improvement Area No. 11 of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Special Tax Fund and the Bond Fund created hereunder.

Item 8.3
Mountain House Page 1303 of 1663
28 ARTICLE VII

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent. Computershare Trust Company, N.A., at its Principal Office, is hereby appointed Fiscal Agent for the Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.

Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section, shall be the successor to such Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

The City may remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000, including, for such purpose, the combined capital and surplus of any parent holding company, and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Fiscal Agent may at any time resign by giving written notice to the City and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent.

If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section within 30 days after the Fiscal Agent shall have given to the City written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent or any Bondowner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent.

Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Fiscal Agent assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. The Fiscal Agent has no liability regarding the use of the proceeds from the purchase of the Bonds deposited in funds held by the City.

Item 8.3
Mountain House Page 1304 of 1663
29 In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement, including all Officer’s Certificates of the City meeting such requirements; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument.

The Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts.

No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent.

Section 7.03. Information. The Fiscal Agent shall provide to the City such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the City shall reasonably request, including but not limited to quarterly statements reporting funds held and transactions by the Fiscal Agent.

Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any Officer’s Certificate, notice, resolution, request, consent, order, certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties and given in accordance with the requirements hereof. The Fiscal Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Fiscal Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Fiscal Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such Item 8.3
Mountain House Page 1305 of 1663
30 counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed.

Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and established by a certificate of the City, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

Section 7.05. Compensation, Indemnification. The City shall pay to the Fiscal Agent, but only from Special Tax Revenues, from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The City further agrees, to the extent permitted by applicable law, and only from Special Tax Revenues as the source of funds, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless against any costs, claims, expenses or liabilities, including, without limitation, fees and expenses of its attorneys which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the City under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of this Agreement.

Item 8.3
Mountain House Page 1306 of 1663
31 ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted. This Agreement and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least 60% in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or reduce the percentage of Bonds required for the amendment hereof. No such amendment may modify any of the rights or obligations of the Fiscal Agent without its written consent.

This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes:
(A) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (B) to make modifications not adversely affecting any outstanding series of Bonds of the City in any material respect;
(C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the City and the Fiscal Agent may deem necessary or desirable, and which shall not adversely affect the rights of the Owners of the Bonds; or
(D) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the Code relating to required rebate of excess investment earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bonds or to conform with the Regulations; (E) to facilitate the issuance of Additional Bonds, to the extent permitted by Section 5.17.

Section 8.02. Owners’ Meetings. The City may at any time call a meeting of the Owners.

In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting.

Item 8.3
Mountain House Page 1307 of 1663
32 Section 8.03. Procedure for Amendment with Written Consent of Owners. The City and the Fiscal Agent may at any time enter into a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01, to take effect when and as provided in this Section. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, if such consent is required under Section 8.01, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided.

If consent of the Owners is required under Section 8.01, such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least 60% in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been mailed.

After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise herein above specifically provided in this Article) upon the City and the Owners of all Bonds at the expiration of 60 days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such 60-day period.

Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII. Upon request, the City shall provide an Officer’s Certificate to the Fiscal Agent listing those Bonds which are disqualified pursuant to this Section 8.04.

Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the City and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Item 8.3
Mountain House Page 1308 of 1663
33 Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes.

Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners’ action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds.

Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds.

Section 8.08. Opinion of Counsel Regarding Supplemental Agreement. The Fiscal Agent shall be furnished an opinion of counsel that any Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of this Article VIII, and the Fiscal Agent may conclusively rely upon such opinion.

Item 8.3
Mountain House Page 1309 of 1663
34 ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement expressed or implied, is intended to give to any person other than the City, the Fiscal Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.

Section 9.02. Successor is Deemed Included in All References to Predecessor.

Whenever in this Agreement or any Supplemental Agreement either the City or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the City or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 9.03. Discharge of Agreement. If the City shall pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or more of the following ways:
(A) by well and truly paying or causing to be paid the principal of, and interest and any premium on, such Bonds Outstanding, as and when the same become due and payable;
(B) by depositing with the Fiscal Agent or other fiduciary, at or before maturity, money which, together with (in the event that all of the Bonds are to be defeased) the amounts then on deposit in the funds and accounts provided for in Sections 4.02 and

4.03, is fully sufficient to pay such Bonds Outstanding, including all principal, interest and redemption premiums; or
(C) by irrevocably depositing with the Fiscal Agent or other fiduciary, cash and Federal Securities in such amount as the City shall determine as confirmed by an independent certified public accountant will, together with the interest to accrue thereon and (in the event that all of the Bonds are to be defeased) moneys then on deposit in the fund and accounts provided for in Sections 4.02 and 4.03, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in this Agreement and all other obligations of the City under this Agreement with respect to such Bonds Outstanding shall cease and terminate, except only the obligations of the City under Section 5.13 and to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon and all amounts owing to the Fiscal Agent pursuant to Section 7.05; and thereafter Special Taxes shall not be payable to the Fiscal Agent. Notice of such election shall be filed with the Fiscal Agent.

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35 Any funds thereafter held by the Fiscal Agent upon payments of all fees and expenses of the Fiscal Agent, which are not required for said purpose, shall be paid over to the City.

Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing.

Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, consent, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.

Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books.

Any request, consent, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Fiscal Agent in good faith and in accordance therewith.

Section 9.05. Waiver of Personal Liability. No member, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law.

Section 9.06. Notices to and Demands on City and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the City may be given or served by being deposited postage prepaid in a post office letter box, by overnight courier or by facsimile (with receipt confirmed by telephone) addressed (until another address is filed by the City with the Fiscal Agent) as follows:

City of Mountain House
Attention: Finance Director
251 E Main Street
Mountain House, California 95391
Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box, by overnight courier or by facsimile (with receipt confirmed by telephone) addressed (until another address is filed by the Fiscal Agent with the City) as follows:

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36 Computershare Trust Company, N.A.

Attention: Corporate Trust
1505 Energy Park Drive
St. Paul, Minnesota 55108
Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The City hereby declares that it would have adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable.

Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for two (2) years after the date when the payments of such principal, interest and premium have become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid by the Fiscal Agent to the City as its absolute property free from any trust, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the City for the payment of the principal of, and interest and any premium on, such Bonds.

Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California.

Section 9.10. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act shall prevail over the conflicting provision of this Agreement.

Section 9.11. Conclusive Evidence of Regularity. Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes.

Section 9.12. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date.

Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement and signature pages for all purposes.

Section 9.14. U.S.A. Patriot Act. The City and the District acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Fiscal Agent, like all financial Item 8.3
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37 institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Fiscal Agent. The City and the District agree that they will provide the Fiscal Agent with such information as it may request in order for the Fiscal Agent to satisfy the requirements of the U.S.A. Patriot Act.
[Signature Page Follows]
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[Signature page to Fiscal Agent Agreement dated as of April 1, 2026] IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name and the Fiscal Agent has caused this Agreement to be executed in its name, all as of April 1, 2026.

CITY OF MOUNTAIN HOUSE, for itself and on
behalf of its MOUNTAIN HOUSE COMMUNITY
FACILITIES DISTRICT NO. 2024-1 (PUBLIC

FACILITIES AND SERVICES)
By:

City Manager
COMPUTERSHARE TRUST COMPANY, N.A.,
as Fiscal Agent
By:

Authorized Officer
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A-1

EXHIBIT A

FORM OF BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA
No. ___ ***$__________***
IMPROVEMENT AREA NO. 9 OF

CITY OF MOUNTAIN HOUSE
COMMUNITY FACILITIES DISTRICT NO. 2024-1
(PUBLIC FACILITIES AND SERVICES)
SPECIAL TAX BONDS SERIES 2026
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP:
% September 1, 20__ __________, 2026 N/A
REGISTERED OWNER: COMPUSAHRE TRUST COMPANY, N.A., as assignee the Mountain House Financing Authority
PRINCIPAL AMOUNT: ***______________ DOLLARS***
The City of Mountain House (the “City”) for and on behalf of its City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (the “District”) for Improvement Area No. 11 of the District, for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the Registered Owner named above, or registered assigns (the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, semiannually on March 1 and September 1, commencing September 1, 2026 (the “Interest Payment Dates”), at the Interest Rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the principal corporate trust office of Computershare Trust Company, N.A. in St. Paul, Minnesota (the “Fiscal Agent”). Interest on this Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made on such Interest Payment Date upon written instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds.

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A-2
This Bond is one of a duly authorized issue of “Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026” (the “Bonds”) issued in the aggregate principal amount of $___________ pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311, et seq., of the California Government Code (the “Act”) for the purpose of financing certain public improvements and paying certain costs related to the issuance of the Bonds. The issuance of the Bonds and the terms and conditions thereof are provided for by a resolution adopted by the City Council of the City acting in its capacity as the legislative body of the District on __________, 2026 and a Fiscal Agent Agreement dated as of April 1, 2026 (the “Fiscal Agent Agreement”), and this reference incorporates the Fiscal Agent Agreement herein, and by acceptance the Registered Owner of this Bond assents to said terms and conditions. The Fiscal Agent Agreement is adopted under and this Bond is issued under, and both are to be construed in accordance with, the laws of the State of California.

Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable solely from the “Special Tax Revenues,” being the proceeds of the facilities special taxes annually received by the City for Improvement Area No. 11 of the District (the “Special Taxes”), excluding any interest and penalties thereon collected in connection with delinquent Special Taxes, less an amount equal to the Administrative Expense Priority, including all scheduled payments and delinquent payments thereof, and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes, and certain funds held under the Agreement.

Interest on this Bond shall be payable from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) such date of authentication is after a Record Date but on or prior to an Interest Payment Date, in which event interest will be payable from such Interest Payment Date, or (iii) such date of authentication is prior to the first Record Date, in which event interest will be payable from the Bond Date shown above; provided however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment hereon.

Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the City as may be permitted by law. The Bonds do not constitute obligations of the City for which the City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described herein above.

The Bonds are subject to optional redemption from any source of available funds (other than prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, _____ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

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Redemption Dates
Redemption
Price
September 1, ____ through August 31, ____ 103%
September 1, ____ through August 31, ____ 102
September 1, ____ through August 31, ____ 101
September 1, ____ and any date thereafter 100
The Bonds are subject to mandatory redemption from prepayments of the Special Tax by property owners, in whole or in part among maturities as shall be specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, ____ through and including March 1, ____ 103% September 1, ____ and March 1, ____ 102
September 1, ____ and March 1, ____ 101
September 1, ____ and any Interest Payment Date thereafter 100 The Bonds maturing September 1, _____ and September 1, ____ are subject to mandatory sinking payment redemption in part on September 1, _____ and September 1, ____, respectively,and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

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A-4
Notice of redemption with respect to the Bonds to be redeemed shall be given to the Owners thereof, in the manner, to the extent and subject to the provisions of the Agreement.

This Bond shall be registered in the name of the Owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon.

No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such Owner’s order. The Fiscal Agent shall require the Owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.

The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. The principal of the Bonds is not subject to acceleration upon a default under the Agreement or any other document.

This Bond shall not become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been dated and manually signed by the Fiscal Agent.

It is hereby certified, recited and declared that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the City, does not exceed any debt limit prescribed by the laws or Constitution of the State of California.

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IN WITNESS WHEREOF, the City of Mountain House has caused this Bond to be executed in its name by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk.

CITY OF MOUNTAIN HOUSE
By:

Mayor
Attested:

By:

City Clerk
FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and the Agreement.

Dated: _____________, 2026
COMPUTERSHARE TRUST COMPANY, N.A.,
as Fiscal Agent
By:

Authorized Officer
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A-6

FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto (Name, address and Tax Identification Number of Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises.

Dated: ________________
Signature Guaranteed:

NOTE: Signature(s) must be guaranteed by an eligible
guarantor institution with membership in an approved
signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17A(d)15.

NOTE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face
of the within Bond in every particular without
alteration or enlargement or any change whatsoever.

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Jones Hall Draft 3.11.26

FISCAL AGENT AGREEMENT
by and between

CITY OF MOUNTAIN HOUSE
and
COMPUTERSHARE TRUST COMPANY, N.A.,
as Fiscal Agent
Dated as of April 1, 2026
Relating to:
$_____________
Improvement Area No. 12 of
City of Mountain House
Community Facilities District No. 2024-1
(Public Facilities and Services)
Special Tax Bonds Series 2026
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i

TABLE OF CONTENTS

ARTICLE I

ARTICLE II

ARTICLE III

ARTICLE V

OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment............................................................................................ 22 Section 5.02. Limited Obligation ............................................................................................ 22 Section 5.03. Extension of Time for Payment........................................................................ 22 Section 5.04. Against Encumbrances.................................................................................... 22 Section 5.05. Books and Accounts ........................................................................................ 22 Section 5.06. Protection of Security and Rights of Owners ................................................... 22 Section 5.07. Compliance with Law; Completion of Project................................................... 23 Section 5.08. Private Activity Bond Limitation........................................................................ 23 Section 5.09. Federal Guarantee Prohibition......................................................................... 23 Section 5.10. Collection of Special Tax Revenues ................................................................ 23 Section 5.11. Further Assurances.......................................................................................... 23 Section 5.12. No Arbitrage..................................................................................................... 24 Section 5.13. Maintenance of Tax-Exemption ....................................................................... 24 Item 8.3
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ii
Section 5.14. Annual State Reports....................................................................................... 24 Section 5.15. Covenant to Foreclose..................................................................................... 24 Section 5.16. Continuing Disclosure to Owners..................................................................... 25 Section 5.17. No Additional Bonds ........................................................................................ 25 Section 5.18. Yield of the Bonds............................................................................................ 25

ARTICLE VII

ARTICLE VIII

ARTICLE IX

EXHIBIT A FORM OF BOND
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W I T N E S S E T H :

WHEREAS, the City Council has conducted proceedings under and pursuant to the MelloRoos Community Facilities Act of 1982, as amended (the “Act”), to (i) establish the District (ii) designate within the District five initial improvement areas, including “Improvement Area No. 12 of the City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services)” (“Improvement Area No. 12”), and (iii) establish a future annexation area for the District known as “City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (Future Annexation Area)” for the District (the “Future Annexation Area”); and WHEREAS, under the Act, the City Council is authorized to issue bonded indebtedness secured by special taxes levied within the District and improvement areas therein for the purpose of providing moneys for the construction and acquisition of improvements, and the payment of certain fees, authorized for the District; and
WHEREAS, on April 10, 2024, the Board of Directors of the Mountain House Community Services District, as the predecessor to the City Council of the City, as legislative body of the CFD, established the bonded indebtedness limit for the District in the principal amount of not to exceed $1,830,700,000 (excluding bonds described in Section 53364.2(e) of the Act), initially allocated to Improvement Area Nos. 1-5 therein as initially established, with the remainder in the amount of $1,066,400,000 allocated to improvement areas contemplated to be established at dates subsequent to the date of formation of the District; and WHEREAS, on __________, 2026 Improvement Area No. 12 was established as an area annexed into the District with a bonded indebtedness limit in the principal amount of not to exceed $12,300,000 (excluding bonds described in Section 53364.2(e) of the Act); and WHEREAS, under the provisions of the Act, on __________, 2026, the City Council of the City adopted its Resolution No. 2026-_____ (the “Resolution”), which resolution authorized the issuance of its Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds Series 2026 to provide moneys for the construction and acquisition of improvements for the District and provided that said issuance would be in accordance with the Act and this Agreement, and authorized the execution hereof; WHEREAS, the Mountain House Financing Authority has determined to issue its Mountain House Financing Authority Special Tax Revenue Bonds, Series 2026A (the “Authority Revenue Bonds”) pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California and to purchase the Bonds and designate the payments thereon received by the Authority as security for Authority Revenue Bonds;
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2 WHEREAS, it is in the public interest and for the benefit of the City, the District, the persons responsible for the payment of special taxes and the Owners of the Bonds that the City enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the Bonds authorized to be issued hereunder and the administration and payment of the Bonds; and WHEREAS, the City has determined that all things necessary to cause the Bonds, when authenticated by the City for the District and issued as in the Act, the Resolution and this Agreement provided to be legal, valid and binding and special obligations of the City for the District in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized.

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3 ARTICLE I

AUTHORITY AND DEFINITIONS STATUTORY AUTHORITY AND

DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act and the Resolution.

Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. “Acquisition Agreement” means the Acquisition Agreement, dated as of _______, 2025, by and between the City and [[KB Home, a ______________________]], and any amendments thereto.
“Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq. of the California Government Code. “Additional Bonds” means any bonds other than the Bonds issued pursuant to Section

5.17 hereof.
“Administrative Expense Priority” means (i) for Fiscal Year 2026-27, $35,000, and (ii) for each subsequent fiscal year, an amount equal to the preceding fiscal year’s Administrative Expense Priority plus an additional 2% of such amount.
“Administrative Expenses” means any or all of the following: the fees and expenses of the Fiscal Agent (including any fees or expenses of its counsel), the expenses of the City in carrying out its duties hereunder (including, but not limited to, the levying and collection of the Special Taxes, and the foreclosure of the liens of delinquent Special Taxes) including the fees and expenses of its counsel, an allocable share of the salaries of City staff directly related thereto and a proportionate amount of City general administrative overhead related thereto, any amounts paid by the City from its general funds pursuant to Section 6.02, and all other costs and expenses of the City or the Fiscal Agent incurred in connection with the issuance and administration of the Bonds and/or the discharge of their respective duties hereunder (including, but not limited to, the calculation of the levy of the Special Taxes, foreclosures with respect to delinquent taxes, and the calculation of amounts subject to rebate to the United States) and, in the case of the City, in any way related to the administration of the District and Improvement Item 8.3
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4 Area No. 12. Administrative Expenses shall include any such expenses incurred in prior years but not yet paid, and any advances of funds by the City under Section 6.02 hereof. “Agreement” means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement. “Annual Debt Service” means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Bonds, including any mandatory sinking fund payments, due in such Bond Year.
“Authority” means the Mountain House Financing Authority. “Authority Indenture” means that certain Indenture of Trust, dated as of April 1, 2026, between the Authority and the Authority Trustee, pursuant to which the Authority Revenue Bonds are issued.
“Authority Reserve Fund” means the Reserve Fund by that name established pursuant to Authority Indenture.
“Authority Revenue Bonds” means the Authority’s Special Tax Revenue Bonds, Series 2026 issued under the Authority Indenture.
“Authority Trustee” means Computershare Trust Company, N.A. or any successor thereto appointed pursuant to the Authority Indenture.
“Authorization” means a principal amount of bonds authorized to be issued for Improvement Area No. 12, not to exceed $__________ (excluding bonds described in Section 53364.2(e) of the Act).
“Authorized Officer” means the City Manager, Finance Director, Administrative Services Director, or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer.
“Bond Counsel” means (i) Jones Hall, A Professional Law Corporation or (ii) any other attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. “Bond Fund” means the fund by that name established pursuant to Section 4.02(A) hereof.
“Bonds” means the Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds Series 2026 issued hereunder.
.
“Bond Year” means each twelve-month period beginning on September 2 in any year and extending to the next succeeding September 1, both dates inclusive; except that the first Bond Year shall begin on the Closing Date and end on September 1, 2026.

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5 “Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Principal Office of the Fiscal Agent is located are authorized or obligated by law or executive order to be closed. “Capitalized Interest Account” means the fund by that name established pursuant to Section 4.02(A) hereof.
“CDIAC” means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto. “City” means the City of Mountain House, California.
“Closing Date” means _________, 2026, being the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.
“Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code. “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated __________, 2026, by and among the City and Kosmont Financial Services, Inc., in its capacity as Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof.
“Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, or indirectly by the Authority and related to the authorization, sale and issuance of the Authority Revenue Bonds which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, expenses and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by the City in connection with the issuance of the Bonds, financial advisor fees, Bond (underwriter’s) discount or underwriting fee, legal fees and charges, including bond counsel, charges for execution, transportation and safekeeping of the Bonds and any other cost, charge, or fee in connection with the original delivery of Bonds. Costs of Issuance shall also include an allocable portion of the expenses of the authorization, execution, sale, and delivery of Authority Revenue Bonds.
“Costs of Issuance Fund” means the fund by that name established pursuant to Section 3.06(A) hereof.
“Debt Service Account” means the account of the Special Tax Fund by that name established by Section 3.03(A) hereof.
“Debt Service” means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period.

Item 8.3
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6 “District” means the City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services), including the improvement areas therein, established pursuant to the Resolution of Formation and subsequent annexations. “Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security—State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California, but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States. “Federal Securities” means any of the following which are non-callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent (the Fiscal Agent entitled to rely upon investment direction from the City as a certification that such investment constitutes a legal investment). (i) Direct general obligations of the United States of America (including obligations issued or held in book-entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as “stripped” obligations and coupons; or
(ii) Any of the following obligations of the following agencies of the United States of America: (i) direct obligations of the Export-Import Bank, (ii) certificates of beneficial ownership issued by the Farmers Home Administration, (iii) participation certificates issued by the General Services Administration, (iv) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, (v) project notes issued by the United States Department of Housing and Urban Development, and (vi) public housing notes and bonds guaranteed by the United States of America.
“Finance Director” means the Finance Director, including any acting or interim Finance Director, of the City, or the Administrative Services Director or a person serving in a similar capacity, or a designee of such person, or the City Manager. “Fiscal Agent” means the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01.

Item 8.3
Mountain House Page 1329 of 1663
7 “Fiscal Year” means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive.
“Improvement Area No. 12” means Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services). “Improvement Fund” means the fund by that name established pursuant to Section 3.05(A) hereof.
“Interest Payment Dates” means March 1 and September 1 of each year, commencing September 1, 2026.
“Maximum Annual Debt Service” means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. “Officer’s Certificate” means a written certificate of the City signed by an Authorized Officer of the City.
“Ordinance” means any ordinance of the City levying the Special Taxes. “Original Purchaser” means the Authority Trustee, acting on behalf of the Authority. “Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to the Agreement or any Supplemental Agreement. “Owner” or “Bondowner” means any person who shall be the registered owner of any Outstanding Bond.
“Participating Underwriter” shall have the meaning ascribed thereto in the Continuing Disclosure Certificate entered into by the Authority in connection with the issuance of the Authority Revenue Bonds.
“Permitted Investments” means any of the following, to the extent that they are lawful investments for City funds at the time of investment, and are acquired at Fair Market Value (the Fiscal Agent entitled to rely upon investment direction from the City as a certification that such investment constitutes a legal investment):
(i) Federal Securities;
(ii) any of following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation or Farm Credit Banks (consisting of Federal Land Banks, Federal Intermediate Credit Banks or Banks for Cooperatives); (c) bonds or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act, bonds of any federal home loan bank established under said act and stocks, bonds, debentures, participations and other obligations of or issued by the Federal National Item 8.3
Mountain House Page 1330 of 1663
8 Mortgage Association, the Student Loan Marketing Association, the Government National Mortgage Association and the Federal Home Loan Mortgage Corporation; and bonds, notes or other obligations issued or assumed by the International Bank for Reconstruction and Development;
(iii) interest-bearing demand or time deposits (including certificates of deposit) in federal or State of California chartered banks (including the Fiscal Agent), provided that (a) in the case of a savings and loan association, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such savings and loan association shall be rated in one of the top two rating categories by a nationally recognized rating service, and (b) in the case of a bank, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such bank (or the unsecured obligations of the parent bank holding company of which such bank is the lead bank) shall be rated in one of the top two rating categories by a nationally recognized rating service;
(iv) repurchase agreements with a registered broker/dealer subject to the Securities Investors Protection Corporation Liquidation in the event of insolvency, or any commercial bank provided that: (a) the unsecured obligations of such bank shall be rated in one of the top two rating categories by a nationally recognized rating service, or such bank shall be the lead bank of a banking holding company whose unsecured obligations are rated in one of the top two rating categories by a nationally recognized rating service; (b) the most recent reported combined capital, surplus an undivided profits of such bank shall be not less than $100 million; (c) the repurchase obligation under any such repurchase obligation shall be required to be performed in not more than 30 days; (d) the entity holding such securities as described in clause (c) shall have a pledged first security interest therein for the benefit of the Fiscal Agent under the California Commercial Code or pursuant to the book-entry procedures described by 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. and are rated in one of the top two rating categories by a nationally recognized rating service;
(v) bankers acceptances endorsed and guaranteed by banks described in clause (iv) above;
(vi) obligations, the interest on which is exempt from federal income taxation under Section 103 of the Code and which are rated in the one of the top two rating categories by a nationally recognized rating service;
(vii) money market funds which invest solely in Federal Securities or in obligations described in the preceding clause (ii) of this definition, or money market funds which are rated in the highest rating category by Standard & Poor’s Ratings Services or Moody’s Investor Service, including funds which are managed or maintained by the Fiscal Agent;
(viii) units of a taxable government money market portfolio comprised solely of obligations listed in (i) and (iv) above;
(ix) any investment which is a legal investment for proceeds of the Bonds at the time of the execution of such agreement, and which investment is made pursuant to an agreement between the City or the Fiscal Agent or any successor Fiscal Agent and a Item 8.3
Mountain House Page 1331 of 1663
9 financial institution or governmental body whose long term debt obligations are rated in one of the top two rating categories by a nationally recognized rating service; (x) commercial paper of “prime” quality of the highest ranking or of the highest letter and numerical rating as provided for by Moody’s Investors Service, or Standard and Poor’s Corporation, of issuing corporations that are organized and operating within the United States and having total assets in excess of $500,000,000, and having a rating of at least “AA” (without regard to qualifier) for the issuer’s debentures, other than commercial paper, as provided for by Moody’s Investors Service or Standard and Poor’s Corporation, and provided that purchases of eligible commercial paper may not exceed 180 days maturity nor represent more than 10 percent of the outstanding paper of an issuing corporation;
(xi) any general obligation of a bank or insurance company whose long term debt obligations are rated in one of the two highest rating categories of a national rating service;
(xii) shares in a common law trust established pursuant to Title 1, Division 7, Charter 5 of the Government Code of the State which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of the State, as it may be amended;
(xiii) shares in the California Asset Management Program; (xiv) the Local Agency Investment Fund established pursuant to Section 16429.1 of the Government Code of the State of California, provided, however, that the Fiscal Agent will be permitted to make investments and withdrawals in its own name and the Fiscal Agent may restrict investments in the such fund if necessary to keep moneys available for the purposes of this Fiscal Agent Agreement; or
(xv) any other lawful investment for City funds.
“Prepayment Account” means the account of the Bond Fund by that name established by Section 4.02(A) hereof.
“Principal Office” means the corporate trust office of the Fiscal Agent set forth in Section 9.06, or such other or additional offices as may be designated by the Fiscal Agent. “Project” means the acquisitions and improvements described in the Resolution of Formation and pursuant to the Acquisition Agreement and any joint community facilities agreements, including actual costs related thereto, including costs incurred for formation of the District.
“Rate and Method” means the Rate and Method of Apportionment of Special Tax for Improvement Area No. 12, as initially approved and as may be amended. “Record Date” means the 15th day of the month next preceding the month of the applicable Interest Payment Date whether or not such day is a Business Day. “Regulations” means temporary and permanent regulations promulgated under the Code.

Item 8.3
Mountain House Page 1332 of 1663
10 “Reserve Requirement Allocation” means, initially, the amount of $____________, and thereafter any lesser amount, if and to the extent determined by the Authority in connection with Improvement Area contributions to the Authority Reserve Fund. “Resolution” means Resolution No. 2026-____, adopted by the City Council of the City on ___________, 2026, which resolution authorized the issuance of the Bonds. “Resolution of Formation” means Resolution No. R-2024-04, adopted by the Board of Directors of the Mountain House Community Services District, as predecessor to the City, establishing the District and a Future Annexation Area, including to the extent the context requires, parcels subject to the Resolution of Formation as originally adopted pursuant to concluded annexation into the District by unanimous approval. “Series” means any series of bonds authorized for Improvement Area No. 12 pursuant to this Fiscal Agent Agreement or any Supplemental Agreement. “Special Tax Administrator” means Goodwin Consulting Group, Inc., Sacramento, California, or any other entity which may at any time be substituted in its place by the City. “Special Tax Fund” means the fund by that name established by Section 3.03(A) hereof. “Special Taxes” means the “Facilities Special Tax” as defined in the Rate and Method, levied within Improvement Area No. 12 pursuant to the Act, the Ordinance and this Agreement. “Special Tax Revenues” means the proceeds of the Special Taxes annually received by the City, excluding any interest and penalties thereon collected in connection with delinquent Special Taxes, less an amount equal to the Administrative Expense Priority, including all scheduled payments and delinquent payments thereof, and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes. “Supplemental Agreement” means an agreement which is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder.
“Surplus Account” means the account of the Special Tax Fund by that name established by Section 3.03(A) hereof.

Item 8.3
Mountain House Page 1333 of 1663
11 ARTICLE II

THE BONDS
Section 2.01. Principal Amount; Designation. Bonds in the aggregate principal amount of $_____________ are hereby authorized to be issued by the City for Improvement Area No. 12 under and subject to the terms of the Authorization, the Resolution and this Agreement, the Act and other applicable laws of the State of California. The Bonds shall be designated the “Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds Series 2026.” Section 2.02. Terms of Bonds.
(A) Form; Denominations. The Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof. The Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent.
(B) Date of Bonds. The Bonds shall be dated the Closing Date for the Bonds. (C) CUSIP Identification Numbers. So long as the Bonds are registered to the Original Purchaser no “CUSIP” identification numbers shall be assigned to the Bonds. (D) Maturities. The Bonds shall be issued as serial bonds and term bonds and shall mature and become payable as follows:

Item 8.3
Mountain House Page 1334 of 1663
12 (F) Method of Payment. The principal of and interest on the Bonds and any premium thereon are payable in lawful money of the United States of America. So long as the Original Purchaser is the owner of the Bonds the Fiscal Agent may transfer payments to the Authority Trustee in whatsoever manner the Fiscal Agent and Authority Trustee deem expeditious.

Redemption Dates
Redemption
Price
September 1, ____ through and including March 1, ____ 103% September 1, ____ and March 1, ____ 102
September 1, ____ and March 1, ____ 101
September 1, ____ and any Interest Payment Date thereafter 100 Item 8.3
Mountain House Page 1335 of 1663
13 The proceeds of any such prepayment shall be deposited in the Prepayment Account of the Bond Fund and applied by the Fiscal Agent to pay the redemption price of the Bonds. (iii) Mandatory Sinking Fund Redemption. The Bonds maturing September 1, _____ and September 1, ____ are subject to mandatory sinking payment redemption in part on September 1, _____ and September 1, ____, respectively,and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

In lieu of redemption under this Section 2.03, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase. (B) Notice to Fiscal Agent. The City shall give the Fiscal Agent an Officer’s Certificate containing notice of its intention to redeem Bonds pursuant to subsections (A)(i) and (A)(ii) not less than 45 days prior to the applicable redemption date. (C) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to Item 8.3
Mountain House Page 1336 of 1663
14 such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds. Notwithstanding the foregoing, so long as the Original Purchaser is the owner of the Bonds giving of notice shall notice shall not be required.

The City has the right to rescind any notice of the redemption of Bonds under Section

Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the City by the Mayor and the City Clerk of the City who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the City shall be impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose signature appears on any Bond ceases to be Item 8.3
Mountain House Page 1337 of 1663
15 such officer before delivery of the Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the Owner. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City.

Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, Item 8.3
Mountain House Page 1338 of 1663
16 lithographed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate.

Item 8.3
Mountain House Page 1339 of 1663
17 ARTICLE III

Section 3.02. Application of Proceeds of Sale of Bonds.

Section 3.03. Special Tax Fund.
(A) Establishment of Special Tax Fund. There is hereby established as a separate fund to be held by the Finance Director, known as Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026, Special Tax Fund. Within the Special Tax Fund, the Finance Director shall establish and maintain two accounts, (i) the Debt Service Account, to the credit of which the City shall deposit, immediately upon receipt, all Special Tax Revenues received by the City, and any amounts required by Section 3.05(B) to be deposited in the Special Tax Fund, and (ii) the Surplus Account, to the credit of which the City shall deposit surplus Special Tax Revenues described in Section 3.03(B) below. Moneys in the Special Tax Fund shall be held in trust by the City for the benefit of the City and the Owners of the Bonds, shall be disbursed as provided below and, pending any disbursement, shall be subject to a lien in favor of the Owners of the Bonds.
(B) Disbursements. All Special Tax Revenues shall be deposited in the Debt Service Account upon receipt. No later than 10 Business Days prior to each Interest Payment Date, the City shall withdraw from the Debt Service Account and transfer (i) to the Authority Trustee for deposit into the Authority Reserve Fund, an amount, but only to the extent that a draw on the Item 8.3
Mountain House Page 1340 of 1663
18 Authority Reserve Fund has occurred which is attributable to deficiencies in the payment of the Bonds such that the amount then on deposit therein is equal to the Reserve Requirement Allocation, and (ii) to the Fiscal Agent for deposit in the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund such that the amount in the Bond Fund equals the principal, including any mandatory sinking fund payments, premium, if any, and interest due on the Bonds on the next Interest Payment Date, provided, however, that as soon as practicable after the receipt by the City of any prepayments of Special Taxes, but no later than 30 Business Days after such receipt, the City shall transfer such prepayments to the Fiscal Agent for deposit into the Prepayment Account of the Bond Fund to be used for the redemption of bonds as instructed by the City. After the transfers under subsections (i) and (ii) have been made, the City may, on or after September 2 of each year, transfer to the Surplus Account the amount remaining in the Debt Service Account.

Section 3.05. Improvement Fund.
(A) Establishment of Improvement Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, known as Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds Improvement Fund to the credit of which a deposit shall be made as required by Section 3.02 and as required by Section 3.03. Moneys in the Improvement Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section. (B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be made as determined by an Authorized Officer for the payment or reimbursement of the costs of the Project, including for costs of acquisition of portions of the Project in accordance with the Acquisition Agreement, authorized administrative expenses of the City, debt service on the Bonds in the event of default in the payment of Special Taxes by the Developer (as defined in the Acquisition Agreement), and/or otherwise as authorized by the City, by submission of an Officer’s Certificate to the Fiscal Agent requesting disbursement of moneys. The Fiscal Agent need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, that has not been released or will not be released simultaneously with such payment. The Fiscal Agent shall not incur any liability for any disbursement from the Improvement Fund made in reliance upon any Officer’s Certificate.
(C) Investment. Moneys in the Improvement Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from the investment of amounts in the Improvement Fund shall be retained in the Improvement Fund to be used for the purposes of the Improvement Fund.
(D) Closing of Fund. Upon the filing of an Officer’s Certificate stating that the portion of the Project to be financed from the Improvement Fund has been completed and that all costs of such portion of the Project have been paid or are not required to be paid from the Improvement Fund, the Authorized Officer shall request the Fiscal Agent to transfer the amount, if any, Item 8.3
Mountain House Page 1341 of 1663
19 remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with Section 4.02 and the Improvement Fund shall be closed.

Section 3.06. Costs of Issuance Fund.
(A) Establishment of Costs of Issuance Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, known as Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds Series 2026 Costs of Issuance Fund, to the credit of which a deposit shall be made as required by Section 3.02. Moneys in the Costs of Issuance Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance of the Bonds.
(B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in an Officer’s Certificate containing respective amounts to be paid to the designated payees, signed by the Finance Director or a designee thereof and delivered to the Fiscal Agent. The Fiscal Agent shall pay all Costs of Issuance of the Bonds upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such Officer’s Certificate, or upon receipt of an Officer’s Certificate requesting payment of a Costs of Issuance not listed on the initial Officer’s Certificate delivered to the Fiscal Agent on the Closing Date of the Bonds. The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of 6 months, from the Closing Date of the Bonds and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the Improvement Fund, and if the Improvement Fund has been closed then to the Special Tax Fund, and the Costs of Issuance Fund shall be closed. Thereafter, every invoice received by the Fiscal Agent shall be submitted to the Finance Director for payment from amounts on deposit in the Special Tax Fund. (C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund.

Item 8.3
Mountain House Page 1342 of 1663
20 ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND
Section 4.01. Pledge of Special Tax Revenues and Other Amounts. All of the Special Tax Revenues and, until disbursed as provided herein, all moneys deposited in the Special Tax Fund and in the Bond Fund are hereby pledged to secure the repayment of the Bonds. Such pledge shall constitute a first lien on the Special Tax Revenues and said amounts.

Section 4.02. Bond Fund.
(A) Establishment of Bond Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, known as Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds Bond Fund, to the credit of which deposits shall be made as required by Section 3.03(B)(ii), Section 4.03 and any other amounts required to be deposited therein by this Agreement or the Act. Within the Bond Fund, the Fiscal Agent shall establish a Prepayment Account and deposit therein moneys received, if any, from prepayments of the Special Tax pursuant to Section

Item 8.3
Mountain House Page 1343 of 1663
21 In the event that amounts in the Bond Fund are insufficient to pay regularly scheduled payments of principal of and interest on the Bonds, the Fiscal Agent shall notify the Authority that a withdrawal from the Authority Reserve Fund may be necessary, the amount of such insufficiency, and the Fiscal Agent shall provide written notice to the Finance Director and the Special Tax Administrator of the insufficiency.

Any sinking payment not made as scheduled shall be added to the sinking payment to be made on the next sinking payment date.
(C) Investment. Moneys in the Bond Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Bond Fund to be used for the purposes of such fund. (D) Deficiency. If ten days before any Interest Payment Date it appears to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay regularly scheduled debt service on the Bonds in a timely manner, the Fiscal Agent shall report to the Finance Director such fact. The City covenants to increase the levy of the Special Taxes in the next Fiscal Year (subject to the maximum amount authorized for Improvement Area No. 12) in accordance with the procedures set forth in the Act for the purpose of curing Bond Fund deficiencies.

Item 8.3
Mountain House Page 1344 of 1663
22 ARTICLE V

Section 5.02. Limited Obligation. The Bonds are limited obligations of the City on behalf of Improvement Area No. 12 of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in certain funds and accounts as described herein.

Item 8.3
Mountain House Page 1345 of 1663
23 Section 5.07. Compliance with Law; Completion of Project. The City will comply with all applicable provisions of the Act and the law in completing the acquisition and construction of the Project; provided that the City shall have no obligation to advance any funds to complete the Project in excess of the amounts available therefor in the Improvement Fund.

The City shall effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance such that the computation of the levy is complete before the final date on which the County Auditor will accept the transmission of the Special Tax amounts for the parcels within Improvement Area No. 12 for inclusion on the next secured real property tax roll. Upon the completion of the computation of the amounts of the levy, the City shall prepare or cause to be prepared, and shall transmit to the Finance Director, such data as the County Auditor requires to include the levy of the Special Taxes on the next secured real property tax roll.

The City shall fix and levy the amount of Special Taxes within Improvement Area No. 12 required for the payment of principal of and interest on any Outstanding Bonds becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Requirement Allocation and an amount estimated to be sufficient to pay the Administrative Expenses during such year, all in accordance with the Rate and Method and the Ordinance.

Section 5.11. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the Item 8.3
Mountain House Page 1346 of 1663
24 better assuring and confirming unto the Owners of the rights and benefits provided in this Agreement.

Section 5.15. Covenant to Foreclose. The City hereby covenants with and for the benefit of the Owners of the Bonds that it will annually on or before September 1 of each year review the public records of the County related to the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior Fiscal Year, and if the City determines on the basis of such review that:
(a) the amount so collected is deficient by more than 5% of the total amount of the Special Tax for Improvement Area No. 12 levied in such Fiscal Year, then the City will institute, prosecute and pursue such foreclosure proceedings against each parcel in Improvement Area No. 12 for which any installment of the Special Tax is delinquent in the time and manner provided below; or
Item 8.3
Mountain House Page 1347 of 1663
25 (b) the amount so collected is deficient by less than 5% of the total amount of the Special Tax for Improvement Area No. 12 levied in such Fiscal Year, but property owned by any single property owner is delinquent cumulatively by an amount equal to three installment payments with respect to the current and past Special Tax due, then the City will institute, prosecute and pursue such foreclosure proceedings against each such property owner in the time and manner provided below.

Item 8.3
Mountain House Page 1348 of 1663
26 ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;

The Fiscal Agent or the Finance Director, as applicable, shall sell or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the Finance Director shall Item 8.3
Mountain House Page 1349 of 1663
27 be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith.

Section 6.03. Limited Obligation. The City’s obligations hereunder are limited obligations of the City on behalf of Improvement Area No. 12 of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Special Tax Fund and the Bond Fund created hereunder.

Item 8.3
Mountain House Page 1350 of 1663
28 ARTICLE VII

Item 8.3
Mountain House Page 1351 of 1663
29 In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement, including all Officer’s Certificates of the City meeting such requirements; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument.

The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent.

Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any Officer’s Certificate, notice, resolution, request, consent, order, certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties and given in accordance with the requirements hereof. The Fiscal Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Fiscal Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Fiscal Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such Item 8.3
Mountain House Page 1352 of 1663
30 counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

Item 8.3
Mountain House Page 1353 of 1663
31 ARTICLE VIII

Section 8.02. Owners’ Meetings. The City may at any time call a meeting of the Owners.

Item 8.3
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32 Section 8.03. Procedure for Amendment with Written Consent of Owners. The City and the Fiscal Agent may at any time enter into a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01, to take effect when and as provided in this Section. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, if such consent is required under Section 8.01, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided.

Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the City and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Item 8.3
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33 Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes.

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34 ARTICLE IX

Section 9.02. Successor is Deemed Included in All References to Predecessor.

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35 Any funds thereafter held by the Fiscal Agent upon payments of all fees and expenses of the Fiscal Agent, which are not required for said purpose, shall be paid over to the City.

Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books.

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36 Computershare Trust Company, N.A.

Section 9.14. U.S.A. Patriot Act. The City and the District acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Fiscal Agent, like all financial Item 8.3
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37 institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Fiscal Agent. The City and the District agree that they will provide the Fiscal Agent with such information as it may request in order for the Fiscal Agent to satisfy the requirements of the U.S.A. Patriot Act.
[Signature Page Follows]
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[Signature page to Fiscal Agent Agreement dated as of April 1, 2026] IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name and the Fiscal Agent has caused this Agreement to be executed in its name, all as of April 1, 2026.

CITY OF MOUNTAIN HOUSE, for itself and on
behalf of its MOUNTAIN HOUSE COMMUNITY
FACILITIES DISTRICT NO. 2024-1 (PUBLIC

FACILITIES AND SERVICES)
By:

City Manager
COMPUTERSHARE TRUST COMPANY, N.A.,
as Fiscal Agent
By:

Authorized Officer
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A-1

EXHIBIT A

FORM OF BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA
No. ___ ***$__________***
IMPROVEMENT AREA NO. 9 OF

CITY OF MOUNTAIN HOUSE
COMMUNITY FACILITIES DISTRICT NO. 2024-1
(PUBLIC FACILITIES AND SERVICES)
SPECIAL TAX BONDS SERIES 2026
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP:
% September 1, 20__ __________, 2026 N/A
REGISTERED OWNER: COMPUSAHRE TRUST COMPANY, N.A., as assignee the Mountain House Financing Authority
PRINCIPAL AMOUNT: ***______________ DOLLARS***
The City of Mountain House (the “City”) for and on behalf of its City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (the “District”) for Improvement Area No. 12 of the District, for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the Registered Owner named above, or registered assigns (the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, semiannually on March 1 and September 1, commencing September 1, 2026 (the “Interest Payment Dates”), at the Interest Rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the principal corporate trust office of Computershare Trust Company, N.A. in St. Paul, Minnesota (the “Fiscal Agent”). Interest on this Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made on such Interest Payment Date upon written instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds.

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This Bond is one of a duly authorized issue of “Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026” (the “Bonds”) issued in the aggregate principal amount of $___________ pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being Sections 53311, et seq., of the California Government Code (the “Act”) for the purpose of financing certain public improvements and paying certain costs related to the issuance of the Bonds. The issuance of the Bonds and the terms and conditions thereof are provided for by a resolution adopted by the City Council of the City acting in its capacity as the legislative body of the District on __________, 2026 and a Fiscal Agent Agreement dated as of April 1, 2026 (the “Fiscal Agent Agreement”), and this reference incorporates the Fiscal Agent Agreement herein, and by acceptance the Registered Owner of this Bond assents to said terms and conditions. The Fiscal Agent Agreement is adopted under and this Bond is issued under, and both are to be construed in accordance with, the laws of the State of California.

Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable solely from the “Special Tax Revenues,” being the proceeds of the facilities special taxes annually received by the City for Improvement Area No. 12 of the District (the “Special Taxes”), excluding any interest and penalties thereon collected in connection with delinquent Special Taxes, less an amount equal to the Administrative Expense Priority, including all scheduled payments and delinquent payments thereof, and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes, and certain funds held under the Agreement.

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Redemption Dates
Redemption
Price
September 1, ____ through August 31, ____ 103%
September 1, ____ through August 31, ____ 102
September 1, ____ through August 31, ____ 101
September 1, ____ and any date thereafter 100
The Bonds are subject to mandatory redemption from prepayments of the Special Tax by property owners, in whole or in part among maturities as shall be specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, ____ through and including March 1, ____ 103% September 1, ____ and March 1, ____ 102
September 1, ____ and March 1, ____ 101
September 1, ____ and any Interest Payment Date thereafter 100 The Bonds maturing September 1, _____ and September 1, ____ are subject to mandatory sinking payment redemption in part on September 1, _____ and September 1, ____, respectively,and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

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Notice of redemption with respect to the Bonds to be redeemed shall be given to the Owners thereof, in the manner, to the extent and subject to the provisions of the Agreement.

This Bond shall not become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been dated and manually signed by the Fiscal Agent.

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IN WITNESS WHEREOF, the City of Mountain House has caused this Bond to be executed in its name by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk.

CITY OF MOUNTAIN HOUSE
By:

Mayor
Attested:

By:

City Clerk
FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and the Agreement.

Dated: _____________, 2026
COMPUTERSHARE TRUST COMPANY, N.A.,
as Fiscal Agent
By:

Authorized Officer
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Dated: ________________
Signature Guaranteed:

NOTE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face
of the within Bond in every particular without
alteration or enlargement or any change whatsoever.

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Jones Hall Draft 3.11.26

INDENTURE OF TRUST
between

MOUNTAIN HOUSE FINANCING AUTHORITY
and
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
Dated as of April 1, 2026
$___________

MOUNTAIN HOUSE FINANCING AUTHORITY

SPECIAL TAX REVENUE BONDS
SERIES 2026A
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i

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY Section 1.1. Definitions .......................................................................................................... 3 Section 1.2. Rules of Construction....................................................................................... 10 Section 1.3. Authorization and Purpose of Bonds ............................................................... 10 Section 1.4. Equal Security.................................................................................................. 10

ARTICLE II

ISSUANCE OF BONDS
Section 2.1. Terms of Bonds................................................................................................ 12 Section 2.2. Redemption of Bonds ...................................................................................... 13 Section 2.3. Form of Bonds ................................................................................................. 16 Section 2.4. Execution of Bonds .......................................................................................... 16 Section 2.5. Transfer of Bonds ............................................................................................ 16 Section 2.6. Exchange of Bonds.......................................................................................... 17 Section 2.7. Temporary Bonds ............................................................................................ 17 Section 2.8. Bond Register .................................................................................................. 17 Section 2.9. Bonds Mutilated, Lost, Destroyed or Stolen..................................................... 17 Section 2.10. Book-Entry System .......................................................................................... 18 Section 2.11. Validity of Bonds .............................................................................................. 19

ARTICLE III

DEPOSIT AND APPLICATION OF PROCEEDS
Section 3.1. Issuance of Bonds ........................................................................................... 20 Section 3.2. Application of Proceeds of Sale of Bonds........................................................ 20 Section 3.3. Project Fund..................................................................................................... 20 Section 3.4. Costs of Issuance Fund ................................................................................... 20 Section 3.5. Reserve Fund .................................................................................................. 21 Section 3.6. Rebate Fund .................................................................................................... 21

ARTICLE IV
REVENUES; FLOW OF FUNDS
Section 4.1. Pledge of Revenues; Assignment of Rights..................................................... 21 Section 4.2. Receipt, Deposit and Application of Revenues; Revenue Fund ...................... 21 Section 4.3. Reserve Fund .................................................................................................. 23 Section 4.4. Investments...................................................................................................... 24 Section 4.5. Valuation and Disposition of Investments ........................................................ 25

ARTICLE V

COVENANTS OF THE AUTHORITY
Section 5.1. Punctual Payment............................................................................................ 26 Section 5.2. Extension of Payment of Bonds....................................................................... 26 Section 5.3. Against Encumbrances .................................................................................... 26 Section 5.4. Power to Issue Bonds and Make Pledge and Assignment .............................. 26 Section 5.5. Accounting Records and Financial Statements ............................................... 26 Section 5.6. No Additional Bonds, Except for Refunding..................................................... 27 Section 5.7. Tax Covenants................................................................................................. 27 Section 5.8. Rebate Fund .................................................................................................... 28 Item 8.3
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Section 5.9. Continuing Disclosure...................................................................................... 28 Section 5.10. Compliance with Reporting Requirements of Bond Law.................................. 28 Section 5.11. Further Assurances.......................................................................................... 28 Section 5.12. Ownership of Local Obligations ....................................................................... 29

ARTICLE VI

NOT USED

ARTICLE VII

THE TRUSTEE
Section 7.1. The Trustee...................................................................................................... 36 Section 7.2. Liability of Trustee............................................................................................ 36 Section 7.3. Compensation and Indemnification of Trustee ................................................ 37

ARTICLE VIII

MODIFICATION AND AMENDMENT OF THE INDENTURE
Section 8.1. Amendment...................................................................................................... 36 Section 8.2. Effect of Supplemental Indenture..................................................................... 36 Section 8.3. Endorsement or Replacement of Bonds After Amendment............................. 37 Section 8.4. Amendment by Mutual Consent....................................................................... 37

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES
Section 9.1. Events of Default ............................................................................................ 38 Section 9.2. Remedies; Rights of Bond Owners ................................................................ 38 Section 9.3. Application of Revenues and Other Funds After Event of Default.................. 39 Section 9.4. Power of Trustee to Control Proceedings....................................................... 39 Section 9.5. Appointment of Receivers .............................................................................. 40 Section 9.6. Non-Waiver..................................................................................................... 40 Section 9.7. Rights and Remedies of Bond Owners .......................................................... 40 Section 9.8. Termination of Proceedings............................................................................ 41

ARTICLE X

MISCELLANEOUS
Section 10.1. Limited Liability of Authority............................................................................ 42 Section 10.2. Benefits of Indenture Limited to Parties.......................................................... 42 Section 10.3. Discharge of Indenture ................................................................................... 42 Section 10.4. Successor is Deemed Included in All References to Predecessor................. 43 Section 10.5. Delegation by Authority; Content of Certificates............................................. 43 Section 10.6. Execution of Documents by Bond Owners..................................................... 44 Section 10.7. Disqualified Bonds.......................................................................................... 44 Section 10.8. Waiver of Personal Liability ............................................................................ 44 Section 10.9. Partial Invalidity .............................................................................................. 45 Section 10.10. Destruction of Cancelled Bonds ..................................................................... 45 Section 10.11. Funds and Accounts....................................................................................... 45 Section 10.12. Notices............................................................................................................ 45 Section 10.13. Unclaimed Moneys......................................................................................... 45 Section 10.14. Payment Due on Other than a Business Day................................................. 46 Section 10.15. Electronic Signatures...................................................................................... 46 Item 8.3
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iii
Exhibit A FORM OF BOND
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1 INDENTURE OF TRUST
THIS INDENTURE OF TRUST (this “Indenture”), dated as of April 1, 2026, is between the MOUNTAIN HOUSE FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the “Authority”) and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America (the “Trustee”).

BACKGROUND:

1. The Authority is a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”) whose members are the City and the California Statewide Communities Development Authority, and the Authority is authorized pursuant to Article 4 of the Act (the “Bond Law”) to issue bonds to finance the cost of public capital improvements.

2. The Authority is authorized pursuant to Article 4 (commencing with Section 6584) of the Act to issue bonds (the “Bonds”) for the purpose of purchasing bonds of the City to assist the City in financing public capital facilities.

3. Pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Mello-Roos Act”) the City of Mountain House has formed the City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (the “District”) located within the City and improvement areas therein, including the following improvement areas (collectively, the “Improvement Areas”):
(i) Improvement Area No. 9 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services);
(ii) Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services);
(iii) Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services).

4. The City has determined to cause the District to finance public facilities (the “Facilities”) under the provisions of the Mello-Roos Act for the District and each respective Improvement Area, and has issued the following special tax bonds (collectively, the “Local Obligations”):
(i) “Improvement Area No. 9 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026” in the principal amount of $__________;
(ii) “Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, in the principal amount of $__________; and
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2 (iii) Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, in the principal amount of $__________.

5. The Authority has determined to issue its Mountain House Financing Authority Special Tax Revenue Bonds, Series 2026A (the “Series 2026A Bonds”) in the aggregate principal amount of $____________ (the “Bonds”) pursuant to the Bond Law and secured as set forth in this Indenture in the manner provided herein, to purchase the Local Obligations and designate the bond payments received thereon as security for Series 2026A Bonds.

6. The City previously caused publication of a notice of a public hearing on the financing of the Facilities once at least five days prior to the hearing in a newspaper of general circulation in the City, held the required public hearing and made the required findings of significant public benefit, as required by the Bond Law, and the City has determined that the consummation of the transactions contemplated in this Indenture will result in significant public benefits and has approved the issuance of the Bonds by the Authority for the purpose of providing funds to purchase the Local Obligations.

7. In order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Local Obligations and the Bonds are to be issued and to secure the payment of the principal thereof and interest thereon, the Authority has authorized the execution and delivery of this Indenture.

8. The Authority hereby certifies that all acts and proceedings required by law necessary to make the Local Obligations and the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture have been in all respects duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and premium (if any) on all Bonds at any time issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Local Obligations by the Authority and acceptance of the Bonds by the Owners thereof, and for other valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to time of the Bonds, as follows:

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3 ARTICLE I
DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in this Section will for all purposes of this Indenture and of any Supplemental Indenture and of the Bonds and of any certificate, opinion, request or other documents herein mentioned have the meanings herein specified.
“Act” means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State, as it may hereafter be amended from time to time. “Additional Bonds” has the meaning given that term in Section 5.6 in reference to refunding bonds.
“Administrative Expenses” means any or all of the following: the expenses of the Authority in carrying out its duties hereunder, including the fees and expenses charged by the Authority and of its counsel and consultants, an allocable share of the salaries of Authority staff and its consultants directly related thereto and a proportionate amount of Authority general administrative overhead related thereto (if applicable), any amounts paid by the Authority from its general funds for the benefit of the Bonds, the fees and expenses of the Trustee (including any fees or expenses of its counsel), and all other costs and expenses of the Authority or the Trustee incurred in connection with the issuance and administration of the Bonds and the Local Obligations and/or the discharge of their respective duties hereunder, in any way related to the administration of the Bonds. Administrative Expenses shall include any such expenses incurred in prior years but not yet paid, and any advances of funds by the Authority for Administrative Expenses.
“Annual Debt Service” means, for each Bond Year, the sum of (a) the interest payable on the Outstanding Bonds in such Bond Year, and (b) the principal amount of the Outstanding Bonds scheduled to be paid in such Bond Year.
“Authority” means the Mountain House Financing Authority, a joint exercise of powers agency established pursuant to the laws of the State and that certain Joint Exercise of Powers Agreement, originally entered into as of June 1, 2019, by and between the District and California Statewide Communities Development Authority, as may be amended from time to time. “Authorized Officer” means the Executive Director, the Secretary, or any other Person authorized by the Authority to perform an act or sign a document on behalf of the Authority for purposes of this Indenture.
“Beneficial Owners” means the actual purchasers of the Bonds whose ownership interests are recorded on the books of the DTC Participants.
“Bond Counsel” means Jones Hall LLP, and its successors; or any other attorney at law or firm of attorneys selected by the Authority, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America.

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4 “Bond Law” means the Marks Roos Local Bond Pooling Act of 1985, constituting Article 4 of the Act (commencing with Section 6584), as it may hereafter be amended from time to time. “Bond Register” means the registration books for the Bonds maintained by the Trustee in accordance with Section 2.8.
“Bonds” means the Authority’s Special Tax Revenue Bonds, Series 2026A authorized by, and at any time Outstanding, pursuant to the Bond Law and this Indenture, and any Additional Bonds issued hereunder.
“Bond Year” means each twelve-month period extending from September 2 in one calendar year to September 1 of the succeeding calendar year, except in the case of the initial Bond Year which will be the period from the Closing Date to September 1, 2026, both dates inclusive.
“Business Day” means a day which is not a Saturday or Sunday or a day of the year on which the New York Stock Exchange or banks in New York, New York or San Francisco, California, or where the Trust Office is located, are not required or authorized to remain closed. “Capitalized Interest Subaccount” means the subaccount of the Interest Account by that name established in accordance with Section 4.2(a)(i).
“CDIAC” means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto. “Certificate of the Authority” means a certificate in writing signed by an Authorized Officer of the Authority.
“City” means the City of Mountain House, a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State. “Closing Date” means the date on which the Original Purchaser purchases the Bonds, being _______________, 2026.
“Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable temporary and final regulations promulgated, and applicable official guidance published, under the Code. “Costs of Issuance” means the costs and expenses incurred in connection with the issuance and sale of the Bonds and the Local Obligations, and the acquisition of the Local Obligations by the Authority, including the acceptance and initial annual fees and expenses (including legal fees and expenses) of the Trustee, legal fees and expenses, costs of printing the Bonds and the preliminary and final Official Statements, fees of financial consultants, and other fees and expenses set forth in a Request of the Authority. “Costs of Issuance Fund” means the fund by that name established in Section 3.4. “Dated Date” means the Closing Date.

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5 “DTC” means The Depository Trust Company, and its successors and assigns. “DTC Participants” means securities brokers and dealers, banks, trust companies, clearing corporations and other organizations maintaining accounts with DTC. “Event of Default” means any of the events described in Section 9.1. “Fair Market Value” means, with respect to any investment, the price at which a willing buyer would purchase such investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm's length transaction (as described above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security - State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the Authority and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment.
“Federal Securities” means any of the following:
(a) Cash (insured at all times by the Federal Deposit Insurance Corporation). (b) Obligations of, or obligations guaranteed as to principal and interest by, the U.S. or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the U.S. including:
• U.S. treasury obligations
• All direct or fully guaranteed obligations
• Farmers Home Administration
• General Services Administration
• Guaranteed Title XI financing
• Government National Mortgage Association (GNMA)
• State and Local Government Series
“Fiscal Year” means any twelve-month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve-month period selected and designated by the Authority as its official fiscal year period. “Indenture” means this Indenture of Trust, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture. “IA 9,” means the City’s Improvement Area No. 9 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services).

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6 “IA 11,” means the City’s Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services). “IA 12,” means the City’s Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services). “IA 9 Local Obligations,” means the City’s Improvement Area No. 9 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026.
“IA 11 Local Obligations,” means the City’s Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026.
“IA 12 Local Obligations,” means the City’s Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026.
“Improvement Areas” or “Improvement Area” means IA 9, IA 11 and IA 12, as applicable. “Independent Accountant” means any accountant or firm of such accountants appointed and paid by the Authority, and who, or each of whom –
(a) is in fact independent and not under domination of the Authority or the City; (b) does not have any substantial interest, direct or indirect, in the Authority or the City; and
(c) is not an officer or employee of the Authority, or a City, but who may be regularly retained to make annual or other audits of the books of or reports to the Authority or the City.
“Independent Financial Consultant” means any financial consultant or firm of such consultants appointed and paid by the Authority or the City, and who, or each of whom – (a) is in fact independent and not under domination of the Authority or the City; (b) does not have any substantial interest, direct or indirect, in the Authority or the City; and
(c) is not an officer or employee of the Authority or the City, but who may be regularly retained to make annual or other audits of the books of or reports to the Authority or the City.
“Interest Account” means the account by that name established and held by the Trustee pursuant to Section 4.2(a).
“Interest Payment Date” means March 1 and September 1 in each year, beginning September 1, 2026, and continuing thereafter so long as any Bonds remain Outstanding.

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7 “Local Obligations” means the IA 9 Local Obligations, IA 11 Local Obligations, and IA 12 Local Obligations.
“Maximum Annual Debt Service” means, as of the date of any calculation, the largest Annual Debt Service on a Series during the current or any future Bond Year. “Original Purchaser” means, with respect to the Bonds, Piper Sandler & Co. “Outstanding”, when used as of any particular time, means (subject to the provisions of Section 10.7) all Bonds theretofore executed and issued by the Authority and authenticated and delivered by the Trustee under this Indenture except –
(a) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation;
(b) Bonds paid or deemed to have been paid within the meaning of Section

10.3 or Bonds called for redemption for which funds have been provided as described herein; and
(c) Bonds in lieu of or in substitution for which other Bonds will have been executed, issued and delivered pursuant to this Indenture or any Supplemental Indenture. “Owner” or “Bond Owner”, when used with respect to any Bond, means the person in whose name the ownership of such Bond will be registered on the Bond Register. “Permitted Investments” means any of the following which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein, but only to the extent that the same are acquired at Fair Market Value:
(a) Federal Securities;
(b) any of the following direct or indirect obligations of the following agencies of the United States of America: (i) direct obligations of the Export-Import Bank; (ii) certificates of beneficial ownership issued by the Farmers Home Administration; (iii) participation certificates issued by the General Services Administration; (iv) mortgagebacked bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal Housing Administration; (v) project notes issued by the United States Department of Housing and Urban Development; and (vi) public housing notes and bonds guaranteed by the United States of America; (c) interest-bearing demand or time deposits (including certificates of deposit) or deposit accounts in federal or state-chartered savings and loan associations or in federal or State of California banks (including the Trustee and its affiliates), provided that the unsecured short-term obligations of such commercial bank or savings and loan association will be rated in the highest short-term rating category by any Rating Agency; (d) commercial paper rated at the time of purchase in the highest short-term rating category by any Rating Agency, issued by corporations which are organized and operating within the United States of America, and which matures not more than 180 days following the date of investment therein;
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8 (e) bankers acceptances, consisting of bills of exchange or time drafts drawn on and accepted by a commercial bank whose short-term obligations are rated in the highest short-term rating category by any Rating Agency or whose long-term obligations are rated A or better by each such Rating Agency, which mature not more than 270 days following the date of investment therein;
(f) obligations the interest on which is excludable from gross income pursuant to Section 103 of the Tax Code and which are either (a) rated A or better by any Rating Agency or (b) fully secured as to the payment of principal and interest by Federal Securities;
(g) obligations issued by any corporation organized and operating within the United States of America having assets in excess of Five Hundred Million Dollars ($500,000,000), which obligations are rated A or better by any Rating Agency; (h) money market funds (including money market funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services) which invest in Federal Securities or which are rated in the highest rating category by any Rating Agency;
(i) any investment agreement, repurchase agreement or other investment instrument which represents the general unsecured obligations of a bank, investment banking firm or other financial institution whose long-term obligations are rated at the time of delivery of the investment agreement, repurchase agreement or other investment instrument A or better by any Rating Agency;
(j) shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California that invests exclusively in investments permitted by Section 53601 of Title 5, Division 2, Chapter 4 of the California Government Code, as it may be amended (California Asset Management Program); and
(k) the Local Agency Investment Fund of the State, created pursuant to Section 16429.1 of the California Government Code.
“Prepayment” means moneys received by the Authority from the prepayment of Local Obligations.
“Principal Account” means the account by that name established and held by the Trustee pursuant to Section 4.2(a).
“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Trustee pursuant to Section 4.3, provided that all of the following requirements are met:
(i) the long-term credit rating of such bank or insurance company is rated in at least the “AA” category (without regard to qualifier) by S&P or Moody’s; (ii) such letter of credit or surety bond has a term of at least twelve (12) months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released pursuant to Section 4.3; and (d) the Trustee is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any Item 8.3
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9 deficiencies which may exist from time to time in the Bond Fund for the purpose of making payments required pursuant to Section 4.3.
“Rebate Fund” means the fund by that name established pursuant to Section 3.6. “Record Date” means, with respect to any Interest Payment Date, the 15th calendar day of the month preceding the month in which such Interest Payment Date occurs, whether or not such day is a Business Day.
“Representation Letter” means the representation letter dated as of the Closing Date for the Bonds among the Authority, the Trustee and DTC.
“Request of the Authority” means a written request executed by an Authorized Officer of the Authority.
“Reserve Fund” means the fund by that name established and help by the Trustee pursuant to Section 3.5 and administered pursuant to Section 4.3. “Reserve Requirement” means initially $__________, and thereafter an amount which is equal to the lesser of (a) Maximum Annual Debt Service on the Bonds, (b) 125% of Average Annual Debt Service for the Bonds, (c) 10% of the original principal amount of the Bonds (or, if the Bonds have more than a de minimis amount of original issue discount or premium, 10% of the issue price of the Bonds); provided, that in no event shall the Authority be obligated to deposit an amount in the Reserve Fund in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, if the amount of any such deposit is so limited, the Reserve Requirement shall be only the amount of such deposit as permitted by the Code. In the event of receipt by the Authority of a Prepayment of Local Obligations, the Reserve Requirement shall be reduced by the amount of such credit applicable to the Local Obligations as provided in the applicable fiscal agent agreement for the Local Obligations. The Reserve Requirement shall be set at the time of issuance of the Bonds and shall not increase thereafter but may decrease. The Authority may meet all or a portion of the Reserve Requirement with respect to the Bonds by depositing a Qualified Reserve Fund Credit Instrument in accordance with the Indenture.
“Responsible Officer” means any officer of the Trustee assigned to administer the Trustee’s duties under this Indenture.
“Revenue Fund” means the fund by that name established and held by the Trustee pursuant to Section 4.2.
“Revenues” means: (a) all amounts received from the Local Obligations; (b) any proceeds of the Bonds originally deposited with the Trustee and all moneys deposited and held from time to time by the Trustee in the Revenue Fund and Reserve Fund established hereunder with respect to the Bonds; and (c) investment income with respect to any moneys held by the Trustee in the Revenue Fund and Reserve Fund established hereunder with respect to the Bonds. “S&P” means S&P Global Ratings, and its successors.

Item 8.3
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10 “Securities Depositories” means DTC, and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the Authority designates in a written notice filed with the Trustee.
“Special Tax Administrator” means Goodwin Consulting Group, Inc., Sacramento, California, or any other entity which may at any time be substituted in its place by the City in connection with the Special Taxes.
“Special Tax Revenues” means, with respect to each Improvement Area, means the proceeds of the Special Taxes annually received by the City, excluding any interest and penalties thereon collected in connection with delinquent Special Taxes, less an amount equal to the City’s Administrative Expense Priority set forth in the applicable fiscal agent agreement, including all scheduled payments and delinquent payments thereof, and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes. “Special Taxes” means, with respect to each Improvement Area, the “Facilities Special Tax” as defined in the applicable fiscal agent agreement for each respective Improvement Area. “State” means the State of California.
“Supplemental Indenture” means any indenture, agreement or other instrument hereafter duly executed by the Authority in accordance with the provisions of Article VII. “Trust Office” means the corporate trust office of the Trustee in Saint Paul, Minnesota, or such other office designated by the Trustee from time to time, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term will mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency business will be conducted.
“Trustee” means Computershare Trust Company, N.A., and its successors and assigns, and any other corporation or association which may at any time be substituted in its place as provided in Article VII.

Section 1.2. Rules of Construction. All references in this Indenture to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision.

Section 1.3. Authorization and Purpose of Bonds. The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and determines, that all things, conditions and acts required by law to exist, happen and/or be performed precedent to and in the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now authorized under the Bond Law and each and every requirement of law, to issue the Bonds in the manner and form provided in this Indenture. Accordingly, the Authority hereby authorizes the issuance of the Bonds pursuant to the Bond Law and this Indenture for the purpose of providing funds to acquire the Local Obligations.

Section 1.4. Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture will be deemed to be and will constitute a contract between the Authority and the Owners from time to time of the Bonds; and the covenants and agreements Item 8.3
Mountain House Page 1381 of 1663
11 herein set forth to be performed on behalf of the Authority will be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over other Bonds by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein.

Item 8.3
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12 ARTICLE II

ISSUANCE OF BONDS
Section 2.1. Terms of Bonds. The Bonds authorized to be issued by the Authority under and subject to the Bond Law and the terms of this Indenture will be dated the Closing Date and be designated as follows the “Mountain House Financing Authority Special Tax Revenue Bonds, Series 2026A,” which will be issued in the original aggregate principal amount of $____________; provided, however, that prior to delivery of the Bonds each of the following must be delivered to the Trustee:
(a) A copy of the resolution adopted by the Authority approving this Indenture and the execution and delivery by the Authority of this Indenture, duly certified by an Authorized Officer to have been duly adopted by the Authority and to be in full force and effect on the date of such certification;
(b) A written order containing instructions as to the delivery of the Bonds; (c) The proceeds of sale of the Bonds;
(d) A Certificate of an Independent Financial Consultant to the effect that, assuming all payments are made with respect to the Local Obligations, (i) the Revenues, together with monies on deposit in the Revenue Fund, will be sufficient to pay all scheduled principal and interest payments on the Bonds when due; and (ii) the redemption premiums, if any, on the Local Obligations payable in the event of redemption of the Local Obligations prior to maturity, together with other Revenues available to the Trustee for such purpose, are sufficient to offset any difference between the interest to accrue on the Bonds to be paid or redeemed with the proceeds of early redemption of such Local Obligations (plus any redemption premium payable upon redemption of such Bonds) and the income to be earned on any investment of such proceeds (assured as of the date of payment thereof), in each case until the date of payment or redemption of Bonds, such that in no event will the redemption from the prepayment of Local Obligations cause the Trustee to have insufficient funds to pay Annual Debt Service on the Bonds when due after such redemption;
(e) An original executed counterpart of this Indenture; and (f) The Local Obligations registered in the name of the Trustee.

The Bonds will be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Bond will have more than one maturity date.

The Bonds will mature on September 1 in each of the years and in the amounts, and will bear interest (calculated on the basis of a 360-day year of twelve 30-day months) at the rates, as follows:

Maturity Date
(Sept. 1)
Principal
Amount
Interest
Rate
CUSIP†
(Base: 13051A)
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13 Interest on the Bonds will be payable on each Interest Payment Date to the person whose name appears on the Bond Register as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check of the Trustee mailed on such Interest Payment Date by first class mail, postage prepaid, to the Owner at the address of such Owner as it appears on the Bond Register or by wire transfer to an account in the United States of America made on such Interest Payment Date upon instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds of a series provided to the Trustee in writing at least five (5) Business Days before the Record Date for such Interest Payment Date.

Principal of and premium (if any) on any Bond will be paid upon presentation and surrender thereof, at maturity or the prior redemption thereof, at the Trust Office of the Trustee. The principal of and interest and premium (if any) on the Bonds will be payable in lawful money of the United States of America.

Each Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it will bear interest from such Interest Payment Date; or (b) it is authenticated on or before the first Record Date, in which event it will bear interest from the Closing Date; provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon, or from the Closing Date if no interest has been paid or made available for payment.

Section 2.2. Redemption of Bonds.
(a) Optional Redemption. The Bonds maturing on and after September 1, _____ may be redeemed at the option of the Authority on any date on and after September 1, _____, from any source of available funds, prior to maturity as a whole, or in part from maturities corresponding proportionately to the maturities of the Local Obligations simultaneously redeemed, if any redemption of Local Obligations is being accomplished in conjunction with such optional redemption, and otherwise from such maturities as are selected by the Authority, and by lot within a maturity, at a redemption price equal to principal amount of the Bonds to be redeemed, plus a premium expressed below as a percentage of the principal amount so redeemed, plus accrued interest thereon to the date of redemption thereof:

Redemption Date Redemption Premium
September 1, _____ through August 31, _____ 3%
September 1, _____ through August 31, _____ 2
September 1, _____ through August 31, _____ 1
September 1, _____ and thereafter 0
Prior to such redemption the Authority will deliver to the Trustee a certificate of an Independent Financial Consultant verifying that, following such optional prepayment of the Local Obligations and redemption of the Bonds, the principal and interest generated from the remaining Local Obligations is adequate to make the timely payment of principal and interest due on the Bonds that will remain Outstanding hereunder following such redemption. In the event of insufficiency, the Independent Financial Consultant shall determine a limitation on the amount of Bonds to be optionally redeemed so as to comply with the foregoing requirement and the optional redemption of Bonds shall be so limited.

Item 8.3
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14 (b) Mandatory Special Redemption from Prepayments. The Bonds are subject to mandatory special redemption on any Interest Payment Date from proceeds of early redemption of Local Obligations from Prepayment of Special Taxes, in whole or in part, in the amounts and among maturities the Authority shall select as directed to the Trustee in a Certificate of the Authority, at a redemption price equal to the principal amount thereof, plus a premium expressed below as a percentage of the principal amount so redeemed, plus accrued interest to the date of redemption thereof:

Redemption Date Redemption Premium
Interest Payment Dates through March 1, _____ 3%
September 1, _____ and March 1, _____ 2
September 1, _____ and March 1, _____ 1
September 1, _____ and thereafter 0
Prior to such redemption the Authority will deliver to the Trustee a certificate of an Independent Financial Consultant verifying that, following such early redemption of the Local Obligations and redemption of the Bonds, the principal and interest generated from the remaining Local Obligations is adequate to make the timely payment of principal and interest due on the Bonds that will remain Outstanding hereunder following such redemption. In the event of insufficiency, the Independent Financial Consultant shall calculate the amount needed to be deposited with the Trustee to sufficiently comply with the foregoing and the Trustee shall deposit proceeds of early redemption of Local Obligations in such amount into the Revenue Fund, all as directed in a Certificate of the Authority.
(c) Mandatory Sinking Fund Redemption. The Bonds are all issued as Term Bonds, maturing on September 1, _____, and September 1, _____ (collectively, the “Term Bonds”), and are subject to redemption prior to their stated maturity, in part, by lot from amounts deposited into the Principal Account in the following amounts and on the following dates, at the principal amount thereof on the date fixed for redemption, without premium, but which amounts will be proportionately reduced by the principal amount of all Bonds optionally redeemed:

Term Bonds Maturing September 1, _______
Mandatory Redemption Dates
(September 1)
Principal
Amount
(maturity)
Term Bonds Maturing September 1, _______
Mandatory Redemption Dates
(September 1)
Principal
Amount
(maturity)
Item 8.3
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15 The amounts in the foregoing tables may be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the Bonds.
(d) Notice of Redemption. The Trustee on behalf, and at the expense, of the Authority will mail (by first class mail, postage prepaid) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Bond Register, and to the Securities Depositories and to the Municipal Securities Rulemaking Board, at least 20 but not more than 60 days prior to the date fixed for redemption. Neither failure to receive any such notice so mailed nor any defect therein will affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice will state the date of the notice, the redemption date, the redemption place and the redemption price and will designate the CUSIP numbers, the Bond numbers and the maturity or maturities (in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and will require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date. Any such notice of optional redemption may specify that redemption on the specified date will be subject to receipt by the Authority of moneys sufficient to cause such redemption (and will specify the proposed source of such moneys), and neither the Authority nor the Trustee will have any liability to the Owners or any other party as a result of its failure to redeem the Bonds as a result of insufficient moneys.

The Authority has the right to rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of optional redemption will be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation will not constitute an Event of Default hereunder. The Trustee will give notice of rescission of redemption in the same manner notice of redemption was originally provided.

In addition to the foregoing notice, further notice will be given by the Trustee in said form by first class mail to any Bondowner whose Bond has been called for redemption but who has failed to submit his Bond for payment by the date which is sixty days after the redemption date, but no defect in said further notice nor any failure to give or receive all or any portion of such further notice will in any manner defeat the effectiveness of a call for redemption.

Upon the payment by the Trustee from the applicable account in the Revenue Fund of the redemption price of the Bond being redeemed, each check or other transfer of funds issued for such purpose will, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. (e) Selection of Bonds of a Maturity for Redemption. Unless otherwise provided hereunder, whenever provision is made in this Indenture or in the applicable Supplemental Indenture for the redemption of fewer than all of the Bonds of a series or maturity of the Bonds, the Authority will select the Bonds to be redeemed from all Bonds of such series and maturity not previously called for redemption, by lot in any manner which the Trustee in its sole discretion will deem appropriate and fair. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 authorized denominations, and such separate authorized denominations will be treated as separate Bonds that may be separately redeemed. (f) Partial Redemption of Bonds. In the event only a portion of any Bond is called for redemption, then upon surrender of such Bond the Authority will execute and the Trustee will Item 8.3
Mountain House Page 1386 of 1663
16 authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same maturity date, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed. (g) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption will have been duly provided, such Bonds so called will cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price, and no interest will accrue thereon from and after the redemption date specified in such notice.

All Bonds redeemed pursuant to this Section 2.2 will be cancelled and destroyed.

Section 2.3. Form of Bonds. The Bonds, the form of Trustee’s certificate of authentication, and the form of assignment to appear thereon, will be substantially in the form set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture.

Section 2.4. Execution of Bonds. All the Bonds will, from time to time, be executed on behalf of the Authority by, or bear the manual or facsimile signature of, one of the members of the Board of Directors of the Authority and be attested by the manual or facsimile signature of the Secretary or by any deputy thereof. If any of the directors or officers who will have signed any of the Bonds or whose facsimile signature will be upon the Bonds will cease to be such officer of the Authority before the Bond so signed will have been actually authenticated by the Trustee or delivered, such Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as though the person or persons who signed such Bonds or whose facsimile signature will be upon the Bonds had not ceased to be such officer of the Authority; and any such Bond may be signed on behalf of the Authority by those persons who, at the actual date of the execution of such Bonds, will be the proper officers of the Authority, although at the date of such Bond any such person will not have been such officer of the Authority.

Only such of the Bonds as will bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, manually executed by the Trustee, will be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee will be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

Section 2.5. Transfer of Bonds. Subject to Section 2.10, any Bond may in accordance with its terms, be transferred, upon the Bond Register, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Bond will be surrendered for transfer, the Authority will execute and the Trustee will thereupon authenticate and deliver to the transferee a new Bond or Bonds of like Series, tenor, maturity and aggregate principal amount. No Bonds selected for redemption will be subject to transfer pursuant to this Section nor will any Bond be subject to transfer during the fifteen days prior to the selection of Bonds for redemption.

The cost of printing any Bonds and any services rendered or any expenses incurred by the Trustee in connection with any transfer or exchange will be paid by the Authority. However, the Owners of the Bonds will be required to pay any tax or other governmental charge required to be paid for any exchange or registration of transfer and the Owners of the Bonds will be required to pay the reasonable fees and expenses of the Trustee and Authority in connection with the replacement of any mutilated, lost or stolen Bonds.

Item 8.3
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17 Section 2.6. Exchange of Bonds. Subject to Section 2.10, Bonds may be exchanged at the Trust Office of the Trustee for Bonds of the same Series, tenor and maturity and of other authorized denominations. No Bonds selected for redemption will be subject to exchange pursuant to this Section, nor will any Bond be subject to exchange during the fifteen days prior to the selection of Bonds for redemption. The Owners of the Bonds will be required to pay any tax or other governmental charge required to be paid for any exchange and the Owners of the Bonds will be required to pay the reasonable fees and expenses of the Trustee and Authority in connection with the exchange of any Bonds.

Section 2.7. Temporary Bonds. The Bonds may be issued initially in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, will be of such denominations as may be determined by the Authority and may contain such reference to any of the provisions of this Indenture as may be appropriate.

Every temporary Bond will be executed by the Authority and be registered and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered for cancellation, in exchange therefor at the Trust Office of the Trustee, and the Trustee will authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds will be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder.

Section 2.8. Bond Register. The Trustee will keep or cause to be kept at its Trust Office sufficient records for the registration and transfer of the Bonds, which will be the Bond Register and will at all times during regular business hours be open to inspection by the Authority upon reasonable notice; and, upon presentation for such purpose, the Trustee will, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said records, Bonds as hereinbefore provided.

Section 2.9. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond will become mutilated, the Authority, at the expense of the Owner of said Bond, will execute, and the Trustee will thereupon authenticate and deliver, a new Bond of like series, tenor and authorized denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee will be cancelled by it and destroyed in accordance with the retention policy of the Trustee then in effect.

If any Bond issued hereunder will be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to it and indemnity satisfactory to it will be given, at the expense of the Bond Owner, the Authority will execute, and the Trustee will thereupon authenticate and deliver, a new Bond of like series and tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond will have matured or will have been called for redemption, instead of issuing a substitute Bond the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee). The Trustee may require payment of a reasonable fee for each new Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen will constitute an original contractual obligation on the part of the Authority whether or not the Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and will be equally and proportionately entitled to the benefits of this Indenture with all other Bonds secured by this Indenture.

Item 8.3
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18 Section 2.10. Book-Entry System.
(a) All Bonds will be initially issued in the form of a separate single certificated fully registered Bond for each maturity date of the Bonds. Upon initial issuance, the ownership of each Bond will be registered in the Bond Register in the name of Cede & Co., as nominee of DTC.

Except as provided in Section 2.10(d), all Outstanding Bonds will be registered in the Bond Register in the name of Cede & Co., as nominee of DTC.
(b) With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, the Authority and the Trustee will have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than an Owner, as shown in the Bond Register, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The Authority and the Trustee may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee will pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners, as shown in the Bond Register, as provided in Section 2.8, or their respective attorneys duly authorized in writing, and all such payments will be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Bond Register, will receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, premium, if any, and interest pursuant to this Indenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the word “Cede & Co.” in this Indenture will refer to such new nominee of DTC.
(c) The delivery of the Representation Letter and the Trustee will not in any way limit the provisions of Section 2.10(b) or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the Bond Register. The Trustee will take all action necessary for all representations in the Representation Letter with respect to the Trustee to be complied with at all times.
(d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Authority and the Trustee and discharging its responsibilities with respect thereto under applicable law. (i) The Authority, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Authority determines that:
(A) DTC is unable to discharge its responsibilities with respect to the Bonds, or
Item 8.3
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19 (B) a continuation of the requirement that all Outstanding Bonds be registered in the Bond Register in the name of Cede & Co., or any other nominee of DTC, is not in the best interest of the beneficial owners of such Bonds. (ii) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 2.10(d)(i)(B), or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 2.10(d)(i)(A) after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Authority, is willing and able to undertake such functions upon reasonable and customary terms, the Authority is obligated to deliver Bond certificates, as described in this Indenture and the Bonds will no longer be restricted to being registered in the Bond Register in the name of Cede & Co. as nominee of DTC, but may be registered in whatever name or names DTC will designate to the Trustee in writing, in accordance with the provisions of this Indenture.
(e) Notwithstanding any other provisions of this Indenture to the contrary, as long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal or, premium, if any, and interest on such Bond and all notices with respect to such Bond will be made and given, respectively, in the manner provided in the Representation Letter.

Section 2.11. Validity of Bonds. The validity of the authorization and issuance of the Bonds will not be affected in any way by any proceedings taken by the Authority or the City with respect to the application of the proceeds of the Bonds, and the recital contained in the Bonds that the same are issued pursuant to the Bond Law will be conclusive evidence of their validity and of the regularity of their issuance.

Item 8.3
Mountain House Page 1390 of 1663
20 ARTICLE III

DEPOSIT AND APPLICATION OF PROCEEDS
Section 3.1. Issuance of Bonds. Upon the execution and delivery of this Indenture and compliance with the requirements set forth in Section 2.1, the Authority will execute and deliver the Bonds in the principal amounts set forth in Section 2.1 to the Trustee for authentication and delivery to the Original Purchaser thereof upon the Request of the Authority.

Section 3.2. Application of Proceeds of Sale of Bonds . (a) Proceeds of the Bonds. The Trustee shall apply the proceeds of the sale of the Bonds received on the Closing Date, being an amount equal to $__________ (constituting the aggregate principal amount of the Bonds, ($__________), plus net original issue premium of $__________, less an underwriter’s discount of $__________). (b) Purchase of the Local Obligations. Each series of Local Obligations shall bear a proportionate share of the benefits and burdens related to the Bonds, including funding of the costs of issuance, capitalized interest and Reserve Requirement. The purchase price of each respective series of Local Obligations is calculated as the principal amount of the respective series of Local Obligations, [less net original issue discount] and less the allocable share of Underwriter’s discount.
(c) Deposits by the Trustee. On the Closing Date, the Trustee shall apply available proceeds as follows:
(i) Costs of Issuance Fund: Deposit $__________ in the Costs of Issuance Fund to be used in accordance with Section 3.4.
(ii) Capitalized Interest Subaccount of Revenue Fund: Deposit $__________ in the Capitalized Interest Subaccount of the Revenue Fund established in accordance with Section 4.2.
(iii) Reserve Fund: Deposit $__________ in the Reserve Fund to be used in accordance with Section 4.3.

Section 3.3. Not Used.

3.4. Costs of Issuance Fund. The Trustee will establish and maintain a fund known as the “Costs of Issuance Fund” into which will be deposited the amounts set forth in Section 3.2.

The moneys in the Costs of Issuance Fund will be used to pay Costs of Issuance from time to time upon receipt by the Trustee of a Request of the Authority. On the date which is 120 days following the Closing Date, or upon the earlier receipt by the Trustee of a Request of the Authority stating that all Costs of Issuance have been paid, the Trustee will transfer all remaining amounts in the Costs of Issuance Fund to the Revenue Fund, for payment of debt service on the Bonds.

Upon such transfer, the Costs of Issuance Fund will be closed and the Trustee will no longer be obligated to make payments for Costs of Issuance. The Authority may at any time file a Request of the Authority requesting that the Trustee retain a specified amount in the Costs of Issuance Fund and transfer to the Revenue Fund all remaining amounts, and upon receipt of such request by the Trustee, the Trustee will comply with such request.

Item 8.3
Mountain House Page 1391 of 1663
21 Section 3.5. Reserve Fund. The Trustee shall maintain a separate fund to be known as the “Reserve Fund” which shall be established and administered as provided in Section 4.3.

Section 3.6. Rebate Fund. Upon the initial need arises for a deposit to be made into the Rebate Fund, the Trustee shall establish and maintain a separate fund to be known as the “Rebate Fund” to be administered as described in Section 5.8.

ARTICLE IV
REVENUES; FLOW OF FUNDS
Section 4.1. Pledge of Revenues; Assignment of Rights. Subject to the provisions of Sections 7.3 and 10.3, the Bonds will be secured by a first lien on and pledge (which will be effected in the manner and to the extent hereinafter provided) of all of the Revenues. The Bonds will be equally secured by a pledge, charge and lien upon the Revenues without priority for any Bond over any other Bond; and the payment of the interest on and principal of the Bonds and any premiums upon the redemption of any Bonds will be and are secured by an exclusive pledge, charge and lien upon the Revenues. So long as any of the Bonds are Outstanding, the Revenues will not be used for any purpose except as is expressly permitted by this Indenture.

The Authority hereby transfers in trust, grants a security interest in and assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds all of the Revenues and all of the right, title and interest of the Authority in the Local Obligations, subject to the terms of this Indenture. The Trustee will be entitled to and will collect and receive all of the Revenues, and any Revenues collected or received by the Authority will be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and will forthwith be paid by the Authority to the Trustee. Subject to the provisions of Section 9.2, the Trustee also will be entitled to and will take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority with respect to its ownership of the Local Obligations.

Section 4.2. Receipt, Deposit and Application of Revenues; Revenue Fund. (a) All Revenues shall be promptly deposited by the Trustee upon receipt thereof in the “Revenue Fund,” which shall be established and held by the Trustee in trust for the benefit of the Authority and the Owners of the Bonds.

On or before each Interest Payment Date and date for redemption of the Bonds, the Trustee will transfer from the Revenue Fund, and deposit into the following respective accounts for the Bonds, each of which will be held in trust by the Trustee within the Revenue Fund, the following amounts in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority shall be drawn on before any other amounts:
(i) Interest Account. On each Interest Payment Date and redemption date, the Trustee will deposit in the Interest Account an amount required to cause the aggregate Item 8.3
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22 amount on deposit in the Interest Account to equal the amount of interest becoming due and payable on such Interest Payment Date on all Outstanding Bonds or to be paid on the Bonds being redeemed on such date. No deposit need be made into the Interest Account if the amount contained therein is at least equal to the interest becoming due and payable upon all Outstanding Bonds on the next succeeding Interest Payment Date or redemption date, as applicable. All moneys in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it will become due and payable (including accrued interest on any Bonds redeemed prior to maturity). In the event that the amounts on deposit in the Interest Account on any Interest Payment Date or redemption date are insufficient for any reason to pay the aggregate amount of interest then coming due and payable on the Outstanding Bonds, the Trustee will apply such amounts to the payment of interest on each of the Outstanding Bonds on a pro rata basis. (ii) Principal Account. On each Interest Payment Date and redemption date on which the principal of the Bonds will be payable, the Trustee will deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of, and premium (if any) on, the Bonds coming due and payable on such Interest Payment Date, or required to be redeemed on such date pursuant to Section 2.2; provided, however, that no amount will be deposited to effect a redemption pursuant to Section 2.2(a) or 2.2(b) unless the Trustee has first received a certificate of an Independent Accountant certifying that such deposit to effect an optional redemption of the Bonds will not impair the ability of the Authority to make timely payment of the principal of and interest on the Bonds, assuming for such purposes that each Improvement Area continues to make timely payments on the respective Local Obligations not then in default. All moneys in the Principal Account will be used and withdrawn by the Trustee solely for the purpose of (i) paying the principal of the Bonds at the maturity thereof or (ii) paying the principal of and premium (if any) on any Bonds upon the redemption thereof pursuant to Section 2.2.
(b) If on the date which is 30 days prior any Interest Payment Date the amount on deposit in the Revenue Fund is inadequate to make the transfers described in subsection (a) above as a result of a payment default on an issue of Local Obligations, the Trustee will within 5 days thereof notify the Finance Director of the City of the amount needed to make the required deposits under subsection (a) above. In the event that amounts in the Revenue Fund are insufficient to pay regularly scheduled payments of principal of and interest on the Bonds, the Trustee shall withdraw from the Reserve Fund to the extent of any funds therein, the amount of such insufficiency, and the Fiscal Agent shall provide written notice to the Authority, the Finance Director of the City and the Special Tax Administrator of the amounts so withdrawn from the Reserve Fund. Amounts so withdrawn from the Reserve Fund shall be deposited in the Revenue Fund.

If, after the foregoing transfer, there are insufficient funds in the Revenue Fund to make the payments provided for to pay regularly scheduled payments of principal of and interest on the Bonds, the Trustee shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds other than by reason of sinking payments, and then to payment of principal due on the Bonds by reason of sinking payments.

Any sinking payment not made as scheduled shall be added to the sinking payment to be made on the next sinking payment date.
(c) On each Interest Payment Date after making the transfers required under subsections (a) and (b) above, upon receipt of a Request of the Authority to do so, the Trustee Item 8.3
Mountain House Page 1393 of 1663
23 will transfer from the Revenue Fund to the Rebate Fund for deposit therein the amounts specified in such Request.
(d) On each Interest Payment Date after making the transfers required under subsections (a), (b) and (c) above, upon receipt of a Request of the Authority to do so, the Trustee will transfer from the Revenue Fund to the Authority the amounts specified in such Request for payment of Administrative Expenses.
(e) Unless otherwise directed by the Authority, on each September 2, the Trustee shall transfer any remaining balance from the Revenue Fund to the Special Tax Fund established for each Improvement Area as a credit against the payments due on the respective Local Obligations and, in turn, on the Bonds, in the proportionate amount contributed to the Revenue Fund by the Special Tax Fund of each Improvement Area, such proportionate amounts being calculated as of the Closing Date as follows: Improvement Area No. 9 (____%), Improvement Area No. 11 (____%) and Improvement Area No. 12 (____%).

Section 4.3. Reserve Fund.
(a) The Trustee shall establish and maintain a separate fund to be held by the Trustee to be known as the “Reserve Fund,” to the credit of which the Trustee shall deposit, immediately upon receipt, respective reserve fund proceeds as set forth in Section 3.2(c). Moneys in the Reserve Fund shall be held in trust by the Trustee for the benefit of the Owners of the Bonds and, pending any disbursement, shall be subject to a lien in favor of the Owners of the Bonds.

The Authority has the right at any time to cause the Trustee to release funds from the Reserve Fund, in whole or in part, by tendering to the Trustee: (1) a Qualified Reserve Fund Credit Instrument, and (2) an opinion of Bond Counsel stating that such release will not, of itself, cause the portion of the interest on the Bonds to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Trustee, the Trustee will transfer such funds from the Reserve Fund to the Authority.
(b) On the Closing Date, the Authority shall deposit into the Reserve Fund an amount equal to the Reserve Requirement. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Trustee solely for the purpose of making transfers to the Revenue Fund in the event of any deficiency within five days prior to any Interest Payment Date in the Revenue Fund of the amount required for payment of the principal of, and interest on, the Bonds on such Interest Payment Date. Whenever transfer is made from the Reserve Fund to the Revenue Fund due to a deficiency in the Revenue Fund, the Trustee shall provide written notice thereof to the Authority and the Finance Director of the City. (c) In addition to the uses of the Reserve Fund set forth in subsection (b), upon the occurrence of payment at final maturity or redemption of all or a portion of any series of Local Obligations, the Trustee shall, upon receipt of a Request of the Authority, apply a portion of the amount in the Reserve Fund to such payment or redemption in the amount specified by the Authority, and adjust the balance in the Reserve Fund to the amount of the newly established Reserve Requirement determined by the Authority based on the outstanding Bonds remaining outstanding, and transfer any excess funds as directed in a Certificate of the Authority. (d) To the extent that the transfer of such moneys from the Reserve Fund results in the amount on deposit in the Reserve Fund to be below the Reserve Requirement, the Authority shall immediately notify the Finance Director of the City and the Special Tax Administrator of the Item 8.3
Mountain House Page 1394 of 1663
24 need to increase the applicable Special Tax levy in future year(s). Such notice shall continue annually until the amount on deposit in the Reserve Fund is at least equal to the Reserve Requirement.
(e) To the extent that the transfer of such moneys from the Reserve Fund results in the amount on deposit in the Reserve Fund to be below the Reserve Requirement, the Authority shall notify the City and the Special Tax Administrator to increase the applicable Special Tax levy in future years, but only within the Improvement Area that necessitated the draw on the Reserve Fund, until the amount on deposit in the Reserve Fund is at least equal to the Reserve Requirement. Draws on the Reserve Fund for payment of the Bonds may only be replenished from Special Taxes received from the Improvement Area corresponding the to the deficiency in payment of Local Obligations that caused the draw; there is no requirement that Special Taxes of any Improvement Area be used to replenish a draw on the Reserve Fund attributable to deficiency attributable to any other Improvement Area.
(f) Unless otherwise directed in a Certificate of the Authority, on August 1 of each year, any interest earned on the investment of monies on deposit in the Reserve Fund which would cause the amount therein to exceed the Reserve Requirement shall be transferred by the Trustee to the Revenue Fund. Investment earnings on amounts in the Reserve Fund may be withdrawn from the Reserve Fund and transferred to the Rebate Fund for purposes of making payment to the federal government to comply with Section 5.7(d). (g) When amounts in the Reserve Fund are sufficient to repay the remaining principal and interest due on the Local Obligations and, in turn, the Bonds, such amount may be transferred, upon Request of the Authority, to the fiscal agent for the Local Obligations for deposit in the Special Tax Fund of each Improvement Area as a credit against the payments due on the respective Local Obligations and, in turn, on the Bonds.

Section 4.4. Investments. All moneys in any of the funds or accounts established with the Trustee pursuant to this Indenture will be invested by the Trustee solely in Permitted Investments, as directed pursuant to the Request of the Authority filed with the Trustee at least two (2) Business Days in advance of the making of such investments. The Trustee will be entitled to conclusively rely on any such Request of the Authority and will be fully protected in relying thereon. In the absence of any such Request of the Authority the Trustee will invest any such moneys in Permitted Investments described in clause (h) of the definition thereof provided, however, that any such investment will be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee will have received a Request of the Authority specifying a specific money market fund and, if no such Request of the Authority is so received, the Trustee will hold such moneys uninvested. The Trustee will be entitled to rely upon any investment directions from the Authority as conclusive certification to the Trustee that the investments described therein are so authorized under the laws of the State of California and qualify as Permitted Investments. Permitted Investments purchased as an investment of moneys in any fund or account established pursuant to this Indenture will be deemed to be part of such fund or account.

All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder will be deposited in the fund or account from which such investment was made.

For purposes of acquiring any investments hereunder, the Trustee may commingle moneys held by it in any of the funds and accounts held by it hereunder. The Trustee and its Item 8.3
Mountain House Page 1395 of 1663
25 affiliates may act as advisor, sponsor, principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee and its affiliates may make any and all investments permitted herein through its own investment department. The Trustee will incur no liability for losses arising from any investments made pursuant to this Section

4.4. The Authority acknowledges that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Authority periodic cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder.

Section 4.5. Valuation and Disposition of Investments.
(a) Except as otherwise provided in subsection (b) of this Section, the Authority covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Indenture, or otherwise containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) will be acquired, disposed of, and valued by the Authority (as of the date that valuation is required by this Indenture or the Code) at Fair Market Value. (b) Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code will be valued by the Authority at their present value (within the meaning of section 148 of the Code).

Item 8.3
Mountain House Page 1396 of 1663
26 ARTICLE V

COVENANTS OF THE AUTHORITY
Section 5.1. Punctual Payment. The Authority will punctually pay or cause to be paid the principal and interest and premium (if any) to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, but only out of Revenues and other assets pledged for such payment as provided in this Indenture.

Section 5.2. Extension of Payment of Bonds. The Authority will not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest will be extended, such Bonds or claims for interest will not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which will have been so extended. Nothing in this Section will be deemed to limit the right of the Authority to issue Bonds for the purpose of refunding any Outstanding Bonds, and such issuance will not be deemed to constitute an extension of maturity of the Bonds.

Section 5.3. Against Encumbrances. The Authority will not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues and other assets pledged or assigned under this Indenture while any of the Bonds are Outstanding, except the pledge and assignment created by this Indenture and except as otherwise permitted by Section 5.6 of this Indenture. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Bond Law, and reserves the right to issue other obligations for such purposes.

Section 5.4. Power to Issue Bonds and Make Pledge and Assignment. The Authority is duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and assign the Revenues, ownership rights in the Local Obligations and other assets purported to be pledged and assigned, respectively, under this Indenture. The Bonds and the provisions of this Indenture are and will be the legal, valid and binding limited, special obligations of the Authority in accordance with their terms, and the Authority and the Trustee will at all times, to the extent permitted by law, defend, preserve and protect said pledge and assignment of the Revenues, ownership rights in the Local Obligations, and other assets and all the rights of the Bond Owners under this Indenture against all claims and demands of all persons whomsoever.

Section 5.5. Accounting Records and Financial Statements. O Not later than 45 days following each Interest Payment Date, the Trustee will prepare and file with the Authority a report setting forth: (i) amounts withdrawn from and deposited into each fund and account maintained by the Trustee under this Indenture; (ii) the balance on deposit in each fund and account as of the date for which such report is prepared; and (iii) a brief description of all obligations held as investments in each fund and account. Copies of such reports may be mailed to any Owner upon the Owner’s written request to the Trustee at the expense of such Owner at a cost not to exceed the Trustee’s actual costs of duplication and mailing.

Item 8.3
Mountain House Page 1397 of 1663
27 Section 5.6. No Additional Bonds, Except for Refunding. The Authority may not issue any additional bonds, notes or other obligations payable from the Revenues on a parity with the Bonds (“Additional Bonds”), except that the Authority may issue bonds, notes or other obligations for the purpose of refunding any Outstanding Bonds in whole or in part.

Section 5.7. Tax Covenants.
(a) Private Activity Bond Limitation. The Authority will assure that the proceeds of the Bonds are not used so as to cause the Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code. (b) Federal Guarantee Prohibition. The Authority will not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code. (c) No Arbitrage. The Authority will not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the Bond proceeds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date, would have caused the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code.
(d) Rebate of Excess Investment Earnings to United States. The Authority will calculate or cause to be calculated excess investment earnings with respect to the Bonds which are required to be rebated to the United States of America pursuant to Section 148(f) of the Code, and will pay the full amount of such excess investment earnings to the United States of America in such amounts, at such times and in such manner as may be required pursuant to the Code.

Such payments will be made by the Authority from any source of legally available funds of the Authority, including amounts deposited into the Rebate Fund, if any. The Authority will keep or cause to be kept, and retain or cause to be retained for a period of six (6) years following the final payment of the Bonds, records of the determinations made pursuant to this subsection (d). In order to provide for the administration of this subsection (d), the Authority may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the Authority may deem appropriate. (e) Maintenance of Tax Exemption. The Authority will take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners thereof to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds.
(f) Record Retention. The Authority will retain its records of all accounting and monitoring it carries out with respect to the Bonds for at least 3 years after the Bonds mature or are redeemed (whichever is earlier); however, if the Bonds are redeemed and refunded, the Authority will retain its records of accounting and monitoring at least 3 years after the earlier of the maturity or redemption of the obligations that refunded the Bonds. (g) Compliance with Tax Certificate. The Authority will comply with the provisions of the Tax Certificate and the Use of Proceeds Certificate with respect to the Bonds, which are incorporated herein as if fully set forth herein. The covenants of this Section will survive payment in full or defeasance of the Bonds.

Item 8.3
Mountain House Page 1398 of 1663
28 Section 5.8. Rebate Fund.
(a) Establishment. The Trustee will establish a Rebate Fund pursuant to Section 3.6 when deposits are required to be made therein. Absent an opinion of Bond Counsel that the exclusion from gross income for federal income tax purposes of interest on the Bonds will not be adversely affected, the Authority will cause to be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to this Section, Section 5.8(d) and the Code. All money at any time deposited in the Rebate Fund will be held by the Trustee in trust for payment to the United States Treasury in accordance with written instructions given by the Authority to the Trustee, upon which the Trustee may conclusively rely.
(b) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund after redemption and payment of the Bonds and after payment of all the amounts payable to the United States Treasury from the Rebate Fund, including accrued interest and payment of all applicable fees to the Trustee, may be withdrawn by the Trustee and remitted to the Authority and utilized in any manner by the Authority.

Section 5.9. Continuing Disclosure. The Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.

Notwithstanding any other provision of this Indenture, failure of the Authority to comply with the Continuing Disclosure Certificate will not be considered an Event of Default; however, any Participating Underwriter or any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Section 5.10. Compliance with Reporting Requirements of Bond Law. (a) The Authority hereby covenants and agrees that it will comply with and carry out all of the reporting requirements of the Bond Law, including, but not limited to, Section 6599.1 thereof.
(b) Not later than January 1 of the year following issuance of the Bonds, and at least once a year thereafter, the Authority shall file a report with the Board in accordance with the requirements of Government Code Section 53411, which report shall contain: (i) the amount of Revenues collected and expended; and (ii) if applicable, the status of the Project financed by the Bonds. In addition, no later than seven months after the end of the Authority’s fiscal year, the Authority shall prepare and supply to CDIAC the information required by Section 8855(k) of the Government Code. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC.
(c) Not later than than seven months after the end of the Authority’s fiscal year, the Authority shall prepare and supply to CDIAC the information required by Section 8855(k) of the Government Code. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC.

Section 5.11. Further Assurances. The Authority will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture.

Item 8.3
Mountain House Page 1399 of 1663
29 Section 5.12. Ownership of Local Obligations. Subject to the provisions of this Indenture, the Authority and the Trustee will use reasonable efforts to collect all amounts due on the Local Obligations and will enforce, and take all steps, actions and proceedings which the Authority and Trustee determine to be reasonably necessary for the enforcement of all of the rights of the Authority thereunder and for the enforcement of all of the obligations and covenants of the Authority. The Trustee will authenticate and hold the Local Obligations registered in the name of the Trustee.

Item 8.3
Mountain House Page 1400 of 1663
30 ARTICLE VI
Item 8.3
Mountain House Page 1401 of 1663
31 ARTICLE VII

THE TRUSTEE
SECTION 7.1. The Trustee. Computershare Trust Company, N.A. will serve as the Trustee for the purpose of receiving all money which the Authority is required to deposit with the Trustee hereunder and for the purpose of allocating, applying and using such money as provided herein and for the purpose of paying the interest and principal and redemption premiums, if any, on the Bonds presented for payment and for the purpose of canceling all paid or redeemed Bonds as provided herein. The Authority agrees that it will at all times maintain a Trustee having a corporate trust office in either San Francisco, California, Los Angeles, California or Saint Paul, Minnesota.

The Authority may at any time (unless there exists any Event of Default as defined in Section 7.01) remove the Trustee initially appointed and any successor thereto and may appoint a successor or successors thereto by an instrument in writing; provided that any such successor will be a bank, national banking association or trust company doing business and having a principal office in either San Francisco, California or Los Angeles, California, having a combined capital (exclusive of borrowed capital) and surplus of at least $75,000,000 (including, for such proposal, the combined capital and surplus of any parent holding companies) and subject to supervision or examination by federal or state authority. If such bank, national banking association or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this section the combined capital and surplus of such bank, national banking association or trust company will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving written notice of such resignation to the Authority and by mailing to the Owners notice of such resignation. Upon receiving such notice of resignation, the Authority will promptly appoint a successor Trustee by an instrument in writing. Any removal or resignation of a Trustee and appointment of a successor Trustee will become effective only upon the acceptance of appointment by the successor Trustee. If, within 30 days after notice of the removal or resignation of the Trustee no successor Trustee will have been appointed and will have accepted such appointment, the removed or resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having the qualifications required hereby.

The Trustee will, prior to an Event of Default, and after the curing of all Events of Default that may have occurred, perform such duties and only such duties as are specifically set forth in the Trust Agreement and no implied covenants, duties or obligations will be read into this Trust Agreement. The Trustee will, during the existence of any Event of Default (that has not been cured), exercise such of the rights and powers vested in it hereby, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

SECTION 7.2. Liability of Trustee. The recitals of facts, agreements and covenants herein and in the Bonds will be taken as recitals of facts, agreements and covenants of the Authority, and the Trustee assumes no responsibility for the correctness of the same, or makes any representation as to the sufficiency or validity hereof or of the Bonds, and will not incur any responsibility in respect thereof other than in connection with the rights or obligations assigned to Item 8.3
Mountain House Page 1402 of 1663
32 or imposed upon it herein, in the Bonds or in law or equity. The Trustee will not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Bonds.

The Trustee will not be liable for any error of judgment made in good faith by a responsible officer, unless it will be proved that the Trustee was negligent in ascertaining the pertinent facts.

The Trustee will not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee hereunder.

The Trustee will be under no obligation to exercise any of the rights or powers vested in it hereby at the request, order or direction of any of the Owners pursuant to the provisions hereof unless such Owners will have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. The Trustee has no obligation or liability to the Owners for the payment of interest, principal or redemption premium, if any, on the Bonds from its own funds; but rather the Trustee’s obligations will be limited to the performance of its duties hereunder.

The Trustee will not be deemed to have knowledge of any default hereunder or default under the Contract unless and until a responsible trust officer will have actual knowledge thereof or will have received written notice thereof at its Corporate Trust Office. Except as otherwise expressly provided herein, the Trustee will not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds or as to the existence of a default hereunder.

The Trustee will be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Trustee will not be answerable for the professional malpractice of any attorney-at-law or certified public accountant in connection with the rendering of his professional advice in accordance with the terms hereof, if such attorney-at-law or certified public accountant was selected by the Trustee with due care.

The Trustee will not be concerned with or accountable to anyone for the subsequent use or application of any moneys that will be released or withdrawn in accordance with the provisions hereof.

Whether or not therein expressly so provided, every provision hereof or of the Contract or any related documents relating to the conduct or affecting the liability of or affording protection to the Trustee will be subject to the provisions of this article.

The Trustee makes no representation or warranty, express or implied, as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose for the use contemplated by the Authority or District of the project financed or refinanced with proceeds of the Bonds. In no event will the Trustee be liable for incidental, indirect, special, punitive or consequential losses or damages of any kind whatsoever (including, without limitation, lost profits), even if the Trustee has been advised of the possibility of such losses or damages and regardless of the form of Item 8.3
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33 action, in connection with or arising from the Contract or this Trust Agreement for the existence, furnishing or use of the project financed or refinanced with proceeds of the Bonds.

The Trustee will be protected in acting upon any notice, requisition, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel will be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

Whenever in the administration of its rights and obligations hereunder the Trustee will deem it necessary or desirable that a matter be established or proved prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Authority, which certificate will be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of such matter or may require such additional evidence as it may deem reasonable.

No provision of this Trust Agreement will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of its rights or powers.

The Trustee will have no responsibility, opinion or liability with respect to any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the execution and delivery of the Bonds.

All immunities, indemnifications and releases from liability granted herein to the Trustee will extend to the directors, employees, officers and agents thereof.

Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it will be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, so long as such company will meet the requirements set forth in Section 7.1, will be the successor to the Trustee and vested with all of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

The Trustee may become the owner or pledgee of any Bonds with the same rights it would have if it were not Trustee.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee will be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Authority.

Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee will be subject to the provisions of this Section 7.2.

Item 8.3
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34 The Trustee will not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics or pandemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project financed or refinanced with proceeds of the Bonds, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee.

The Trustee will have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Trust Agreement and delivered using Electronic Means (“Electronic Means” will mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority will provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate will be amended by the Authority whenever a person is to be added or deleted from the listing. If the Authority elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions will be deemed controlling. The Authority understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee will conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority will be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority. The Trustee will not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

The permissive right of the Trustee to do things enumerated in this Trust Agreement will not be construed as a duty and it will not be answerable for other than its negligence or willful misconduct.

The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, affiliates, or receivers, and will be entitled Item 8.3
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35 to advice of counsel concerning all matters of trust and its duty hereunder, and the Trustee will not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care.

SECTION 7.3. Compensation and Indemnification of Trustee. The Authority covenants to pay to the Trustee from time to time, and the Trustee will be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Trustee, and the Authority will pay or reimburse the Trustee upon its request for all expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its counsel, agents and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconduct.

The Authority, to the extent permitted by law, will indemnify, defend and hold harmless the Trustee against any loss, damages, liability or expense (including legal fees and expenses) incurred without negligence or willful misconduct on the part of the Trustee arising out of or in connection with (i) the acceptance or administration of the trusts created hereby, or the exercise or performance of any of its powers or duties hereunder, or (ii) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading in any official statement or other offering circular utilized in connection with the sale of any of the Bonds, including costs and expenses (including attorneys’ fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers hereunder. The rights of the Trustee and the obligations of the Authority under this section will survive the discharge of the Bonds and the Trust Agreement and the resignation or removal of the Trustee.

Item 8.3
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36 ARTICLE VIII

MODIFICATION AND AMENDMENT OF THE INDENTURE
Section 8.1. Amendment. This Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Indenture which will become binding when the prior written consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No such modification or amendment will (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the Owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without written consent of the Trustee, modify any of the rights or obligations of the Trustee.

This Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may also be modified or amended at any time by a Supplemental Indenture which will become binding upon adoption, without consent of any Owners, to the extent permitted by law but only for any one or more of the following purposes
(a) to add to the covenants and agreements of the Authority contained in this Indenture, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or powers herein reserved to or conferred upon the Authority so long as such addition, limitation or surrender of such rights or powers will not materially adversely affect the Owners of the Bonds; or
(b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the Authority may deem necessary or desirable, provided under any circumstances that such modifications or amendments will not materially adversely affect the interests of the Owners of the Bonds; or
(c) to amend any provision relating to the Code as may be necessary or appropriate to assure compliance with the Code and the exclusion from gross income of interest on the Bonds; or
(d) to amend any provision to place any Additional Bonds on a parity with the Bonds for all purposes of this Indenture, including, but not limited to, for the purpose of exercising all rights and remedies hereunder; or
(e) to amend the provisions of Section 4.4.

If requested, the Trustee will be furnished with an opinion of Bond Counsel that any such Supplemental Indenture entered into by the Authority and the Trustee complies with the provisions of this Article VIII and the Trustee may conclusively rely upon such opinion and will be fully protected in relying thereon.

Section 8.2. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VIII, this Indenture will be deemed to be modified and amended in accordance therewith, the respective rights, duties and Item 8.3
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37 obligations of the parties hereto or thereto and all Owners of Outstanding Bonds, as the case may be, will thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of this Indenture for any and all purposes.

Section 8.3. Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that any affected Bonds will bear a notation, by endorsement in form approved by the Authority, as to such action, and in that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of its Bond for that purpose at the Trust Office of the Trustee, a suitable notation as to such action will be made on such Bond. If the Authority will so determine, new Bonds so modified as, in the opinion of the Authority, will be necessary to conform to such Bond Owners’ action will be prepared and executed, and in that case upon demand of the Owner of any Bond Outstanding at such effective date such new Bonds will be exchanged at the Trust Office of the Trustee, without cost to each Bond Owner, for Bonds then Outstanding, upon surrender of such Outstanding Bonds.

Section 8.4. Amendment by Mutual Consent. The provisions of this Article VIII will not prevent any Bond Owner from accepting any amendment as to the particular Bond held by such Owner, provided that due notation thereof is made on such Bond.

Item 8.3
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38 ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES
Section 9.1. Events of Default. The following events will be Events of Default hereunder.
(a) Default in the due and punctual payment of the principal of any Bond when and as the same will become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise;
(b) Default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment will become due and payable; or (c) Default by the Authority in the observance of any of the other covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, if such default will have continued for a period of 60 days after written notice thereof, specifying such default and requiring the same to be remedied, will have been given to the Authority by the Trustee, or to the Authority and the Trustee by the Owners of not less than 25% in aggregate principal amount of the Bonds at the time Outstanding; provided that such default (other than a default arising from nonpayment of the Trustee’s fees and expenses, which must be cured within such 60 day period unless waived by the Trustee) will not constitute an Event of Default hereunder if the Authority will commence to cure such default within said 60 day period and thereafter diligently and in good faith will cure such default within a reasonable period of time.

Section 9.2. Remedies; Rights of Bond Owners. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds, and to enforce any rights of the Trustee under or with respect to this Indenture. In the event of an Event of Default arising out of a nonpayment of Trustee’s fees and expenses, the Trustee may sue the Authority to seek recovery of its fees and expenses; provided, however, that such recovery may be made only from Revenues.

If an Event of Default will have occurred and be continuing and if requested to do so by the Owners of at least 25% in aggregate principal amount of Outstanding Bonds, and, in each case, if indemnified as provided in Section 7.2(l), the Trustee will be obligated to exercise such one or more of the rights and powers conferred by this Article IX and, as applicable, as fiscal agent for the Local Obligations, as the Trustee, being advised by counsel, will deem most expedient in the interests of the Bond Owners.

No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Bond Owners) is intended to be exclusive of any other remedy, but each and every such remedy will be cumulative and will be in addition to any other remedy given to the Trustee or to the Bond Owners hereunder or now or hereafter existing at law or in equity.

No delay or omission to exercise any right or power accruing upon any Event of Default will impair any such right or power or will be construed to be a waiver of any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient.

Item 8.3
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39 Section 9.3. Application of Revenues and Other Funds After Event of Default. All amounts received by the Trustee with respect to the Bonds pursuant to any right given or action taken by the Trustee under the provisions of this Indenture relating to the Bonds will be applied by the Trustee in the following order upon presentation of the several Bonds, and the stamping thereon of the amount of the payment if only partially paid, or upon the surrender thereof if fully paid –
First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in carrying out the provisions of this Article IX, including reasonable compensation to its agents, attorneys and counsel (including outside counsel and the allocated costs of internal attorneys), and to the payment of all other outstanding fees and expenses of the Trustee; and
Second, to the payment of the whole amount of interest on and principal of the Bonds then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted by law at the net effective rate of interest then borne by the Outstanding Bonds; provided, however, that in the event such amounts will be insufficient to pay in full the full amount of such interest and principal, then such amounts will be applied in the following order of priority. (a) first to the payment of all installments of interest on the Bonds then due and unpaid, (b) second, to the payment of all installments of principal of the Bonds then due and unpaid, and
(c) third, to the payment of interest on overdue installments of principal and interest on Bonds.

Section 9.4. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, will have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, it may, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee will not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if there has been filed with it a written request signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other such litigation and provided further that the Trustee will have the right to decline to comply with such written request unless indemnification satisfactory to it has been provided. Any suit, action or proceeding which any Owner of Bonds will have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Bonds issued hereunder, by taking and holding the same, will be conclusively deemed so to have appointed it) the true and lawful attorney in fact of the respective Owners of the Bonds for the purposes of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney in fact.

Item 8.3
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40 Section 9.5. Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bond Owners under this Indenture, the Trustee will be entitled, as a matter of right, to the appointment of a receiver or receivers of the Revenues and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment will confer.

Section 9.6. Non-Waiver. Nothing in this Article IX or in any other provision of this Indenture, or in the Bonds, will affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the interest on and principal of the Bonds to the respective Owners of the Bonds at the respective dates of maturity, as herein provided, out of the Revenues and other moneys herein pledged for such payment.

A waiver of any default or breach of duty or contract by the Trustee or any Bond Owners will not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission of the Trustee or any Owner of any of the Bonds to exercise any right or power accruing upon any default will impair any such right or power or will be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or Bond Owners by the Bond Law or by this Article IX may be enforced and exercised from time to time and as often as will be deemed expedient by the Trustee or the Bond Owners, as the case may be.

Section 9.7. Rights and Remedies of Bond Owners. No Owner of any Bond issued hereunder will have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner will have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding will have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners will have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee will have refused or omitted to comply with such request for a period of 60 days after such written request will have been received by, and said tender of indemnity will have been made to, the Trustee.

Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy hereunder; it being understood and intended that no one or more Owners of Bonds will have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture will be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding.

The right of any Owner of any Bond to receive payment of the principal of and interest and premium (if any) on such Bond as herein provided or to institute suit for the enforcement of any such payment, will not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture.

Item 8.3
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41 Section 9.8. Termination of Proceedings. In case the Trustee will have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings will have been discontinued or abandoned for any reason, or will have been determined adversely, then and in every such case, the Authority, the Trustee and the Bond Owners will be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee will continue as if no such proceedings had been taken.

Item 8.3
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42 ARTICLE X

MISCELLANEOUS
Section 10.1. Limited Liability of Authority. Notwithstanding anything in this Indenture contained, (a) the Authority will not be required to advance any moneys derived from any source of income other than the Revenues for the payment of the principal of or interest on the Bonds, or any premiums upon the redemption thereof, or for the performance of any covenants herein contained for the benefit of the owners of the Bonds (except to the extent any such covenants are expressly payable hereunder from the Revenues) and (b) the Authority will not be required to advance any moneys derived from any source of income for the payment of the principal of or interest on the Local Obligations, or any premiums upon the redemption thereof or for the performance of any covenants herein contained for the benefit of the owners of the Local Obligations (except to the extent any such covenants are expressly payable hereunder from the Revenues). The Authority may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose and may be used by the Authority for such purpose without incurring indebtedness.

The Bonds will be revenue bonds, payable exclusively from the Revenues and other funds as in this Indenture provided. The general fund of the Authority is not liable, and the credit of the Authority is not pledged, for the payment of the interest and premium (if any) on or principal of the Bonds or the Local Obligations. The Owners of the Bonds and the Local Obligations will never have the right to compel the forfeiture of any property of the Authority. The principal of and interest on the Bonds, and any premiums upon the redemption of any thereof, will not be a legal or equitable pledge, charge, lien or encumbrance upon any property of the Authority or upon any of its income, receipts or revenues except the Revenues and other funds pledged to the payment thereof as in this Indenture provided.

Neither the Authority nor its members, officers, directors, agents or employees or their successors and assigns shall be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under, by reason of or in connection with the Bonds or the Indenture, except only to the extent amounts are received for the payment thereof pursuant to the Indenture. Notwithstanding any contrary provision hereof, the Authority shall under no circumstances be obligated to pay the cost or expense of carrying out its duties hereunder except from funds received for such purposes or from funds which are made available under this Indenture or otherwise.

Section 10.2. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Authority, the Trustee and the Owners of the Bonds, any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Authority will be for the sole and exclusive benefit of the Trustee and the Owners of the Bonds.

Section 10.3. Discharge of Indenture. If the Authority will pay and discharge any or all of the Outstanding Bonds in any one or more of the following ways:
(a) by well and truly paying or causing to be paid the principal of and interest and premium (if any) on such Bonds, as and when the same become due and payable; Item 8.3
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43 (b) by irrevocably depositing with the Trustee, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture and available for such purpose, is fully sufficient to pay such Bonds, including all principal, interest and redemption premiums; or
(c) by irrevocably depositing with the Trustee or any other fiduciary, Federal Securities in such amount as an Independent Accountant determines will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture and available for such purpose, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates;
then any such Outstanding Bond or Bonds will be deemed to have been paid and discharged; provided, however, that any such Outstanding Bond or Bonds will be deemed to have been paid under paragraph (c) above only if (i) in the case of Bonds to be redeemed prior to the maturity thereof, notice of such redemption will have been mailed pursuant to Section 2.2(d) or provision satisfactory to the Trustee will have been made for the mailing of such notice, (ii) a verification report of an Independent Accountant will be delivered to the Trustee, and (iii) an opinion of Bond Counsel will be delivered to the Trustee in the case of a defeasance of Bonds, to the effect that the requirements of this Indenture have been satisfied with respect to such discharge of such Bonds. Upon a discharge of one or more Bonds as described above, and notwithstanding that any of such Bonds will not have been surrendered for payment, the pledge of the Revenues, and other funds provided for in this Indenture with respect to such Bonds, and all other pecuniary obligations of the Authority under this Indenture with respect to such Bonds, as applicable, will cease and terminate, except only the obligation of the Authority to comply with the covenants contained in Section 5.7 (Tax Covenants), to pay or cause to be paid to the Owners of such Bonds not so surrendered and paid all sums due thereon from amounts set aside for such purpose, and to pay all expenses and costs of the Trustee. Any funds thereafter held by the Trustee, which are not required for said purposes, will be paid over to the Authority or upon a Request of the Authority.

Section 10.4. Successor is Deemed Included in All References to Predecessor.

Whenever in this Indenture or any Supplemental Indenture either the Authority is named or referred to, such reference will be deemed to include the successor, via written assignment, operation of law, or otherwise, to the powers, duties and functions, with respect to the management, administration and control of the affairs of the Authority, that are presently vested in the Authority, and all the covenants, agreements and provisions contained in this Indenture by or on behalf of the Authority will bind and inure to the benefit of its successors whether so expressed or not.

Section 10.5. Delegation by Authority; Content of Certificates. The Authority may delegate any or all of its obligations hereunder to its Authorized Officers, consultants and/or others. Every certificate by or on behalf of the Authority with respect to compliance with a condition or covenant provided for in this Indenture will include (a) a statement that the person or persons making or giving such certificate have read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to Item 8.3
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44 whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with.

Any such certificate made or given by an officer of the Authority may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion or representation made or given by counsel may be based, insofar as it relates to factual matters, on information with respect to which is in the possession of the Authority, or upon the certificate or opinion of or representations by an officer or officers of the Authority, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous.

Section 10.6. Execution of Documents by Bond Owners. Any request, consent or other instrument required by this Indenture to be signed and executed by Bond Owners may be in any number of concurrent writings of substantially similar tenor and may be signed or executed by such Bond Owners in person or by agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, will be sufficient for any purpose of this Indenture and will be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section 10.6.

The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgements of deeds, certifying that the person signing such request, consent or other instrument or writing acknowledged to him the execution thereof.

The ownership of Bonds will be conclusively proved by the Bond Register. Any request, consent or vote of the Owner of any Bond will bind every future Owner of the same Bond and the Owner of any Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in pursuance of such request, consent or vote.

In lieu of obtaining any demand, request, direction, consent or waiver in writing, the Trustee may call and hold a meeting of the Bond Owners upon such notice and in accordance with such rules and obligation as the Trustee considers fair and reasonable for the purpose of obtaining any such action.

Section 10.7. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the Authority (but excluding Bonds held in any employees’ or retirement fund) will be disregarded and deemed not to be Outstanding for the purpose of any such determination, provided, however, that for the purpose of determining whether the Trustee will be protected in relying on any such demand, request, direction, consent or waiver, only Bonds which the Trustee knows to be so owned or held will be disregarded. Upon request, the Authority will specify to the Trustee those Bonds disqualified pursuant to this Section 10.7.

Section 10.8. Waiver of Personal Liability. No officer, agent or employee of the Authority will be individually or personally liable for the payment of the interest on or principal of the Bonds; Item 8.3
Mountain House Page 1415 of 1663
45 but nothing herein contained will relieve any such officer, agent or employee from the performance of any official duty provided by law.

Section 10.9. Partial Invalidity. If any one or more of the covenants or agreements, or portions thereof, provided in this Indenture on the part of the Authority (or of the Trustee) to be performed should be contrary to law, then such covenant or covenants, such agreement or agreements, or such portions thereof, will be null and void and will be deemed separable from the remaining covenants and agreements or portions thereof and will in no way affect the validity of this Indenture or of the Bonds; but the Bond Owners will retain all rights and benefits accorded to them under the Bond Law or any other applicable provisions of law. The Authority hereby declares that it would have entered into this Indenture and each and every other section, paragraph, subdivision, sentence, clause and phrase and would have authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Indenture or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 10.10. Destruction of Cancelled Bonds. Whenever in this Indenture provision is made for the surrender to the Authority or the Trustee of any Bonds which have been paid or cancelled pursuant to the provisions of this Indenture, the Trustee will destroy such Bonds in accordance with the retention policy of the Trustee then in effect.

Section 10.11. Funds and Accounts. Any fund or account required by this Indenture to be established and maintained by the Authority or the Trustee may be established and maintained in the accounting records of the Authority or the Trustee, as the case may be, either as a fund or an account, and may, for the purpose of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account. All such records with respect to all such funds and accounts held by the Authority will at all times be maintained in accordance with generally accepted accounting principles and all such records with respect to all such funds and accounts held by the Trustee will be at all times maintained in accordance with corporate trust industry practices; in each case with due regard for the protection of the security of the Bonds and the rights of every Owner thereof.

Section 10.12. Notices. Any notice, request, complaint, demand, communication or other paper will be sufficiently given and will be deemed given when delivered or mailed by registered or certified mail, postage prepaid, or sent by telegram, addressed as follows:

If to the Authority: Mountain House Financing Authority Attention: Treasurer
251 E Main Street
Mountain House, California 95391
If to the Trustee: Computershare Trust Company, N.A.

Attention: Corporate Trust
1505 Energy Park Drive
St. Paul, Minnesota 55108
The Authority and the Trustee may designate any further or different addresses to which subsequent notices, certificates or other communications will be sent.

Section 10.13. Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of Item 8.3
Mountain House Page 1416 of 1663
46 the Bonds which remain unclaimed for two (2) years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee after said date when such Bonds become due and payable, will be repaid by the Trustee to the Authority, as its absolute property and free from trust, and the Trustee will thereupon be released and discharged with respect thereto and the Bond Owners will look only to the Authority for the payment of such Bonds; provided, however, that before being required to make such payment to the Authority, the Trustee will, at the expense of Authority, cause to be mailed to the Owners of all such Bonds, at their respective addresses appearing on the Bond Register, a notice that said moneys remain unclaimed and that, after a date in said notice, which date will not be fewer than thirty (30) days after the date of mailing such notice, the balance of such moneys then unclaimed will be returned to the Authority.

Section 10.14. Payment Due on Other than a Business Day. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in the Indenture, is not a Business Day, such payment, with no interest accruing for the period after such nominal date, may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Indenture.

Section 10.15. Electronic Signatures. All notices, approvals, consents, requests and any communications to the Trustee hereunder must be in writing in English and must be in the form of a document that is signed manually or by way of an electronic signature (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other electronic signature provider acceptable to the Trustee). Electronic signatures believed by the Trustee to comply with the ESIGN ACT of 2000 or other applicable law shall be deemed original signatures for all purposes. If the Authority chooses to use electronic signatures to sign documents delivered to the Trustee, the Authority agrees to assume all risks arising out of its use of electronic signatures, including without limitation the risk of the Trustee acting on an unauthorized document and the risk of interception or misuse by third parties. Notwithstanding the foregoing, the Trustee may in any instance and in its sole discretion require that an original document bearing a manual signature be delivered to the Trustee in lieu of, or in addition to, any document signed via electronic signature.
[Signature Page Follows]
Item 8.3
Mountain House Page 1417 of 1663
[Signature Page to Indenture of Trust dated as of April 1, 2026 – Series 2026A]
IN WITNESS WHEREOF, the Authority has caused this Indenture to be executed by an authorized signatory, and the Trustee has caused this Indenture to be executed by one of its authorized officers, all as of the day and year first above written.

MOUNTAIN HOUSE FINANCING AUTHORITY
By:

Executive Director
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
By:

Authorized Officer
Item 8.3
Mountain House Page 1418 of 1663
A-1

EXHIBIT A

FORM OF BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA
No. _______________ $________________

MOUNTAIN HOUSE FINANCING AUTHORITY

SPECIAL TAX REVENUE BOND
SERIES 2026A
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
_____% September 1, _____ ________, 2026
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: ***_____________________ DOLLARS***
The MOUNTAIN HOUSE FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the “Authority”), for value received, hereby promises to pay (but only out of the Revenues and other funds hereinafter referred to) to the Registered Owner identified above or registered assigns (the “Registered Owner”), on the Maturity Date identified above (subject to any right of prior redemption hereinafter mentioned), the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the fifteenth calendar day of the month preceding the month in which such Interest Payment Date occurs, in which event it will bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to February 15, 2026, in which event it will bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, this Bond will bear interest from the Interest Payment Date to which interest hereon has previously been paid or made available for payment), payable semiannually on March 1 and September 1 in each year, commencing September 1, 2026 (each, an “Interest Payment Date”) until the Maturity Date stated above or date of redemption of this Bond. The Principal Amount is payable upon presentation and surrender at the Trust Office (as defined in the Indenture) of Computershare Trust Company, N.A., as trustee (the “Trustee”). Interest hereon is payable by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Registered Owner at the address of the Registered Owner as it appears on the registration books of the Trustee as of the fifteenth calendar day of the month preceding the month in which such Interest Payment Date occurs; provided, however, that payment of interest may be made by wire transfer to an account in the United States of America to any registered owner of Bonds in the aggregate principal amount of $1,000,000 or more upon written instructions of any such Item 8.3
Mountain House Page 1419 of 1663
A-2
registered owner filed with the Trustee for that purpose as of the close of business on the fifteenth calendar day of the month preceding the month in which such Interest Payment Date occurs.

This Bond is a limited obligation of the Authority, payable solely from the Revenues and funds pledged under the Indenture (as defined herein). This Bond is not a debt of any member of the Authority or the State of California or any of its political subdivisions (except this bond is a debt of the Authority but only to the extent set forth in the Indenture), and none of the members of the Authority, said State or any of its political subdivisions is liable hereon.

This Bond is one of a duly authorized series of bonds of the Authority designated the “Mountain House Financing Authority Special Tax Revenue Bonds, Series 2026A” (the “Bonds”), limited in principal amount to $___________, secured by an Indenture of Trust dated as of April 1, 2026 (the “Indenture”), between the Authority and the Trustee.

Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the owners of the Bonds, of the nature and extent of the Revenues (as that term is defined in the Indenture), of the rights, duties and immunities of the Trustee and of the rights and obligations of the Authority thereunder; and all of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the Registered Owner, and to all of the provisions of which Indenture the Registered Owner, by acceptance, assents and agrees.

The Bonds are authorized to be issued pursuant to the provisions of the Marks Roos Local Bond Pooling Act of 1985, as amended, constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Bond Law”). The Bonds are limited obligations of the Authority and, as and to the extent set forth in the Indenture, are payable solely from and secured by a first lien on and pledge of the Revenues and certain other funds held by the Trustee as provided in the Indenture. The Revenues and such other funds constitute a trust fund for the security and payment of the principal of and interest on the Bonds, except to the extent otherwise provided in the Indenture. The full faith and credit of the Authority is not pledged to the payment of the principal of or interest or redemption premiums (if any) on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other funds as provided in the Indenture.

The Bonds have been issued to provide funds to purchase the following special tax bonds (the “Local Obligations”) of the following improvement areas within the City of Mountain House Community Facilities District No. .2024-1 (Public Facilities and Services):
(i) Improvement Area No. 9 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026;
(ii) Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and S Services) Special Tax Bonds, Series 2026;
(iii) Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026.

Item 8.3
Mountain House Page 1420 of 1663
A-3
The obligations of the City to make payments of principal and interest on the Local Obligations are limited obligations secured by Revenues as defined and set forth in the Indenture, primarily comprised of payments received by the Authority on the Local Obligations.

The Bonds maturing on and after September 1, _____ may be redeemed at the option of the Authority on any date on and after September 1, _____, from any source of available funds, prior to maturity as a whole, or in part from maturities corresponding proportionately to the maturities of the Local Obligations simultaneously redeemed, if any redemption of Local Obligations is being accomplished in conjunction with such optional redemption, and otherwise from such maturities as are selected by the Authority, and by lot within a maturity, at a redemption price equal to principal amount of the Bonds to be redeemed, plus a premium expressed below as a percentage of the principal amount so redeemed, plus accrued interest thereon to the date of redemption thereof:

Redemption Date Redemption Premium
September 1, _____ through August 31, _____ 3%
September 1, _____ through August 31, _____ 2
September 1, _____ through August 31, _____ 1
September 1, _____ and thereafter 0
The Bonds are subject to mandatory special redemption on any Interest Payment Date from proceeds of early redemption of Local Obligations from Prepayment of Special Taxes, in whole or in part, in the amounts and among maturities the Authority shall select as directed to the Trustee in a Certificate of the Authority, at a redemption price equal to the principal amount thereof, plus a premium expressed below as a percentage of the principal amount so redeemed, plus accrued interest to the date of redemption thereof:

Redemption Date Redemption Premium
Interest Payment Dates through March 1, _____ 3%
September 1, _____ and March 1, _____ 2
September 1, _____ and March 1, _____ 1
September 1, _____ and thereafter 0
The Bonds maturing on September 1, _____, and September 1, _____ are subject to redemption prior to their stated maturity, in part, by lot from amounts deposited into the Principal Account in the following amounts and on the following dates, at the principal amount thereof on the date fixed for redemption, without premium, but which amounts will be proportionately reduced by the principal amount of all Bonds optionally redeemed:

Mandatory Redemption Dates
(September 1)
Principal
Amount
(maturity)
Mandatory Redemption Dates
(September 1)
Principal
Amount
Item 8.3
Mountain House Page 1421 of 1663
A-4
(maturity)
The amounts in the foregoing tables may be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the Bonds.

The Trustee on behalf and at the expense of the Authority will give notice of any redemption to the respective owners of any Bonds designated for redemption, at their respective addresses appearing on the registration books maintained by the Trustee and to the Securities Depositories and to the Municipal Securities Rulemaking Board (as such terms are defined in the Indenture), at least 20 but not more than 60 days prior to the redemption date; provided, however, that neither failure to receive any such notice so mailed nor any defect therein will affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest will cease to accrue hereon from and after the date fixed for redemption.

The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, fully registered Bonds may be exchanged at the Trust Office of the Trustee for a like aggregate principal amount and maturity of fully registered Bonds of other authorized denominations.

This Bond is transferable by the Registered Owner, in person or by its attorney duly authorized in writing, at the Trust Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor. The Trustee will not be required to register the transfer or exchange of any Bond (i) during 15 days prior to selection of Bonds for redemption, or (ii) selected for redemption.

The Authority and the Trustee may treat the Registered Owner as the absolute owner for all purposes, and the Authority and the Trustee will not be affected by any notice to the contrary.

The Indenture and the rights and obligations of the Authority and of the owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment will (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee, all as more fully set forth in the Indenture.

It is hereby certified by the Authority that all things, conditions and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Item 8.3
Mountain House Page 1422 of 1663
A-5
Constitution and statutes of the State of California and by the Bond Law, and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or statutes of the State of California or by the Bond Law.

This Bond will not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon will have been signed by the Trustee.

Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the Trustee for registration of transfer, exchange or payment, and any Bond executed and delivered is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY

TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

Item 8.3
Mountain House Page 1423 of 1663
A-6
IN WITNESS WHEREOF, the MOUNTAIN HOUSE FINANCING AUTHORITY has caused this Bond to be executed in its name and on its behalf by the facsimile signature of the chair member of the Board of Directors of the Authority and attested by the facsimile signature of its Secretary, all as of the Dated Date set forth above.

MOUNTAIN HOUSE FINANCING AUTHORITY
By:

Executive Director
Attest:

Secretary

CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Indenture.

Date: _________________
COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
By:

Authorized Signatory
Item 8.3
Mountain House Page 1424 of 1663
A-7

FORM OF ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto whose tax identification number is ,
the within mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney to transfer the same on the books of the Trustee with full power of substitution in the premises.

Dated: _______________
Signature guaranteed:

NOTE: Signature(s) must be guaranteed by an
eligible guarantor institution
NOTE: The signatures(s) on this Assignment must
correspond with the name(s) as written on the face of
the within Bond in every particular without alteration or enlargement or any change whatsoever
Item 8.3
Mountain House Page 1425 of 1663
Jones Hall Draft 3.11.26

LOCAL OBLIGATIONS PURCHASE AGREEMENT
$_____________
Improvement Area No. 9 of
City of Mountain House
Community Facilities District No. 2024-1
(Public Facilities and Services)
Special Tax Bonds Series 2026
$_____________
Improvement Area No. 11 of
City of Mountain House
Community Facilities District No. 2024-1
(Public Facilities and Services)
Special Tax Bonds Series 2026
$_____________
Improvement Area No. 12 of
City of Mountain House
Community Facilities District No. 2024-1
(Public Facilities and Services)
Special Tax Bonds Series 2026

1. This LOCAL OBLIGATIONS PURCHASE AGREEMENT (this “Purchase Agreement”), dated as of ____________, 2026, is by and between the Mountain House Financing Authority (the “Authority”), a joint powers authority organized and existing under the laws of the State of California, and the City of Mountain House (the “City”), a general law city and municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of California, for and on behalf of its Community Facilities District 2024-1 (Public Facilities and Services) (the “District”) located within the City and the following improvement areas therein (collectively, the “Improvement Areas”):
(i) Improvement Area No. 9 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services);
(ii) Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services); (iii) Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services).

BACKGROUND:

WHEREAS, the Authority is a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”), and is authorized pursuant to Article 4 of the Act (the “Bond Law”) to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations to provide financing or refinancing for public capital improvements of local agencies within the State of California; and WHEREAS, the City is issuing the following Special Tax Bonds (the “Local Obligations”) for each Improvement Area for the purpose of financing authorized improvements:

Item 8.3
Mountain House Page 1426 of 1663
-2-
(i) “Improvement Area No. 9 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, Series 2026” in the principal amount of $__________;
(ii) “Improvement Area No. 11 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, in the principal amount of $__________; and
(iii) Improvement Area No. 12 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds, in the principal amount of $__________; and
WHEREAS, the Authority has authorized the issuance of its Special Tax Revenue Bonds, Series 2025 in the aggregate principal amount of $___________ (the “Authority Bonds”), pursuant to an Indenture of Trust, dated as of April 1, 2026 (the “Indenture”), by and between the Authority and Computershare Trust Company, N.A., as trustee (the “Trustee”), for the purpose of providing the funds required to acquire the Local Obligations; and WHEREAS, the Authority and the City desire to enter into this Purchase Agreement providing for the sale of the Local Obligations by the City to the Authority, and the purchase therof by the Authority, and containing the other agreements herein set forth.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Authority and the City agree as follows:

AGREEMENT:

1. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the City hereby commits to sell to the Authority and does hereby sell to the Authority, and the Authority hereby commits to purchase from the City and does hereby purchase from the City, with the proceeds of the Authority Bonds, all of the Local Obligations. The Local Obligations will bear the annual interest rates and mature at the times set forth in Exhibit A attached hereto and hereby made a part hereof. The purchase price of the Local Obligations is set forth below.

2. All terms not herein defined will have the meanings given such terms in the Indenture authorizing the issuance of the Authority Bonds.

3. The City confirms that there are no substantial conditions precedent to the issuance by the City and to the sale (as provided herein) and the delivery to the Authority of the Local Obligations.

4. The parties hereto hereby specify ____________, 2026, as the date of closing of the purchase of the Local Obligations hereunder (the “Closing Date”). The Local Obligations will be registered in the name of the Trustee, as assignee of the Authority. On the Closing Date, the City will issue and deliver the Local Obligations to the Trustee upon payment by the Trustee of the purchase price of the Local Obligations in the aggregate amount of $____________, calculated as the $____________ aggregate principal amount of Local Obligations, plus an original issue premium of $____________, and reflecting a credit for Underwriter’s discount of $____________, a credit for costs of issuance in the amount of $____________ [and a credit Item 8.3
Mountain House Page 1427 of 1663
-3-
for premium paid to the Bond Insurer in the amount of $____________], in each case as paid by the Authority in connection with the Authority Bonds. Said purchase price will be paid from the proceeds of sale of the Authority Bonds, and will be paid by the Trustee from the Purchase Fund established under the Indenture.

5. The Local Obligations will be as described in the Official Statement dated as of the date hereof, relating to the Authority Bonds (the “Official Statement”) and will be issued and secured under the provisions of the resolution adopted by the City on ___________, 2026 (the “Resolution”) and a Fiscal Agent Agreement dated as of April 1, 2026 for each Improvement Area (each a “Fiscal Agent Agreement”), by and between the City and Computershare Trust Company, N.A., as fiscal agent. The Local Obligations and interest thereon will be payable from Special Taxes levied and collected in accordance with the Resolution and the applicable Fiscal Agent Agreement.

6. Any action under this Purchase Agreement taken by the Authority, including payment for and acceptance of the Local Obligations, and delivery and execution of any receipt for the Local Obligations and any other instruments in connection with the closing on the Closing Date, will be valid and sufficient for all purposes and binding upon the Authority, provided that any such action will not impose any obligation or liability upon the Authority other than as may arise as expressly set forth in this Purchase Agreement.

7. It is a condition to the City’s sale and delivery of the Local Obligations to the Authority, and to the Authority’s purchase of the Local Obligations and the obligations of the Authority to accept delivery of and to pay for the Local Obligations, that the entire aggregate principal amount of the Local Obligations authorized by the Resolution and the Fiscal Agent Agreement will be delivered by the City, and accepted and paid for by the Authority, on the Closing Date.

8. The City has furnished some, but not all, of the information contained in the Official Statement and hereby authorizes the use of that information by the Authority in connection with the public offering and sale of the Authority Bonds.

9. The City represents and warrants to the Authority that:
(a) The City is a general law city and municipal corporation organized and existing under the Constitution and laws of the State of California, and has, and on the Closing Date will have, full legal right, power and authority (i) to enter into this Purchase Agreement, the Continuing Disclosure Certificate relating to the Authority Bonds and the Local Obligations (the “Continuing Disclosure Certificate”) and the Fiscal Agent Agreement (collectively, the “City Documents”), (ii) to adopt the Resolution, (iii) to issue, sell and deliver the Local Obligations to the Authority as provided herein, and (iv) to carry out and consummate the transactions contemplated by the Resolution, the City Documents and the Official Statement;
(b) By all necessary official action of the City, the City has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations contained in, the City Documents and as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, the City Documents will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, Item 8.3
Mountain House Page 1428 of 1663
-4-
insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally;
(c) The City has complied, and will at the Closing be in compliance in all respects, with the terms of the City Documents;
(d) The execution and delivery of City Documents and the Local Obligations, the adoption of the Resolution and compliance with the provisions of each thereof, and the carrying out and consummation of the transactions contemplated by the Official Statement, will not conflict with or constitute a breach of or a default under any applicable law or administrative regulation of the State of California or the United States, or any applicable judgment, decree, agreement or other instrument to which the City is a party or is otherwise subject;
(e) To the knowledge of the City, at the time of the City’s acceptance hereof and at all times subsequent thereto up to and including the Closing Date, with respect to information describing the City, the District, the City Documents and the Resolution and other resolutions relating to the District, the Official Statement does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (f) Except as may be described in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending or, to the knowledge of the City, threatened, wherein an unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or powers of the City or the titles of its members and officers to their respective offices, (ii) enjoin or restrain the issuance, sale and delivery of the Local Obligations, the levy and receipt of the Special Taxes which secure the Local Obligations, or the pledge thereof, (iii) in any way question or affect any of the rights, powers, duties or obligations of the City with respect to the moneys pledged or to be pledged to pay the principal of, premium, if any, or interest on the Local Obligations, (iv) in any way question or affect any authority for the issuance of the Local Obligations, or the validity or enforceability of the Local Obligations, the Resolution or the City Documents, or (v) in any way question or affect the City Documents or the transactions contemplated by the City Documents, the Official Statement, the Resolution, the other documents referred to in the Official Statement, or any other agreement or instrument to which the City is a party relating to the Local Obligations;
(g) The City will furnish such information, execute such instruments and take such other action in cooperation with the Authority, as the Authority may reasonably request, to qualify the Authority Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Authority may designate, and will assist, if necessary therefor, in the continuance of such qualifications in effect as long as required for the distribution of the Authority Bonds; provided, however, that the City will not be required to qualify as a foreign corporation or to file any general consents to service of process under the laws of any state;
Item 8.3
Mountain House Page 1429 of 1663
-5-
(h) The issuance and sale of the Local Obligations is not subject to any transfer or other documentary stamp taxes of the State of California or any political subdivision thereof;
(i) Any certificate signed by any official of the City authorized to do so will be deemed a representation and warranty by the City to the Authority as to the statements made therein.

10. Up to and including 25 days after the End of the Underwriting Period (as defined below), the City will advise the Authority promptly of any proposal to amend or supplement the Official Statement. The City will advise the Authority promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise materially affecting the use of the Official Statement in connection with the offering, sale or distribution of the Authority Bonds or the Local Obligations. As used herein, the term “End of the Underwriting Period” means the later of such time as: (a) the Authority Bonds are delivered to the Original Purchaser (as defined in the Indenture); or (b) the Original Purchaser does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Authority Bonds for sale to the public. Unless the Authority or the Original Purchaser gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the City at or prior to the Closing Date and shall specify a date (other than the Closing Date) to be deemed the “End of the Underwriting Period.”

11. At 8:00 a.m., Pacific Time, on the Closing Date, or at such other time or on such other date as is mutually agreed by the City and the Authority, (a) the City will deliver the Local Obligations to the Trustee in definitive form, duly executed, together with the other documents hereinafter mentioned, (b) subject to the terms and conditions hereof, the Trustee solely from moneys held under the Indenture will accept such delivery and pay the purchase price of the Local Obligations as referenced in paragraph 1 hereof by wire transfer or other funds which are good funds on the Closing Date, (c) the Trustee will deposit into the funds established under the Fiscal Agent Agreement the amounts described in the Fiscal Agent Agreement. Delivery and payment, as aforesaid, will be made at such place as will have been mutually agreed upon by the City, the Trustee and the Authority.

12. The Authority has entered into this Purchase Agreement in reliance upon the representations, warranties and agreements of the City contained herein and to be contained in the documents and instruments to be delivered on the Closing Date, and upon the performance by the City of its obligations hereunder, both as of the date hereof and as of the Closing Date.

Accordingly, the Authority’s obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Local Obligations will be subject to the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and will also be subject to the following conditions:
(a) The representations and warranties of the City contained herein will be true, complete and correct on the date hereof and on and as of the Closing Date, as if made on the Closing Date;
(b) On the Closing Date, the Resolution and the City Documents will be in full force and effect, and will not have been amended, modified or supplemented, and the Official Statement will not have been amended, modified or supplemented, except in Item 8.3
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either case as may have been agreed to by both the Authority and the Original Purchaser;
(c) As of the Closing Date, all official action of the City relating to the Local Obligations, including but not limited to the Resolution, will be in full force and effect, and there will have been taken all such actions as, in the opinion of Jones Hall LLP (“Bond Counsel”), will be necessary or appropriate in connection therewith, with the issuance of the Authority Bonds and the Local Obligations, and with the transactions contemplated hereby, all as described in the Official Statement;
(d) The Authority will have the right to terminate the Authority’s obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Local Obligations by notifying the City of its election to do so if, after the execution hereof and prior to the Closing: (i) either the marketability of the Authority Bonds or the market price of the Authority Bonds, in the opinion of the Authority, has been materially and adversely affected by any decision issued by a court of the United States (including the United States Tax Court) or of the State of California, by any ruling or regulation (final, temporary or proposed) issued by or on behalf of the Department of the Treasury of the United States, the Internal Revenue Service, or other governmental agency of the United States, or any governmental agency of the State of California, or by a tentative decision with respect to legislation reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or by legislation enacted by, pending in, or favorably reported to either the House of Representatives or the Senate of the Congress of the United States or either house of the Legislature of the State of California, or formally proposed to the Congress of the United States by the President of the United States or to the Legislature of the State of California by the Governor of the State of California in an executive communication, affecting the tax status of the Authority or the City, their property or income, their bonds (including the Authority Bonds) or the interest thereon, or any tax exemption granted or authorized by the Bond Law; (ii) the United States will have become engaged in: hostilities which have resulted in a declaration of war or national emergency, or there will have occurred any other outbreak of hostilities, or a local, national or international calamity or crisis, financial or otherwise, the effect of such outbreak, calamity or crisis being such as, in the reasonable opinion of the Authority, would affect materially and adversely the ability of the Authority to market the Authority Bonds (it being agreed by the Authority that there is no outbreak, calamity or crisis of such a character as of the date hereof); (iii) there will have occurred a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by the United States, New York State or California State authorities; (iv) there will have occurred a withdrawal or downgrading of any rating assigned to any securities of the City by a national municipal bond rating agency; (v) any Federal or California court, authority or regulatory body will take action materially and adversely affecting the ability of a developer to proceed with the development as contemplated by the Official Statement; (vi) an event described in paragraph 12 hereof occurs which in the opinion of the Authority requires a supplement or amendment to the Official Statement, and such supplement or amendment is not agreed to by the City; and
(e) On or prior to the Closing Date, the Authority will have received each of the following documents:

Item 8.3
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(1) All documents and opinions required to be received by the Trustee prior to the application of proceeds of the Authority Bonds to the purchase of the Local Obligations;
(2) Opinions, in form and substance satisfactory to the City and the Authority, dated as of the Closing Date, of Bond Counsel, approving, without qualification, the validity of the Local Obligations;
(3) A letter of Bond Counsel, dated the date of the Closing and addressed to the Authority and the Original Purchaser, to the effect that the opinion referred to in the preceding subparagraph (2) may be relied upon by the Authority to the same extent as if such opinion were addressed to it; (4) A supplemental opinion, dated the Closing Date and addressed to the City, the Authority and the Original Purchaser, of Bond Counsel to the effect that this Purchase Agreement has been duly authorized, executed and delivered by, and, assuming due authorization, execution and delivery by the Authority, constitutes a legal, valid and binding agreement of the City enforceable in accordance with its terms, except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought, and that the statements contained in the Official Statement (including the cover page and the Appendices thereto), insofar as such statements purport to summarize certain provisions of the Local Obligations, the City Documents or the Resolution, accurately summarize the information presented therein; (5) A certificate dated the Closing Date, addressed to the Authority and the Original Purchaser, signed by a City official having knowledge of the facts to the effect that:
(i) The representations and warranties of the City contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date;
(ii) Except as described in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending or threatened, wherein an unfavorable decision, ruling or finding would: (A) affect the creation, organization, existence or powers of the City, or the titles of its members and officers to their respective offices, (B) enjoin or restrain the issuance, sale and delivery of the Local Obligations, the levy or collection of the Special Taxes or any other moneys or property pledged or to be pledged under the Resolution or the Fiscal Agent Agreement, or the pledge thereof, (C) in any way question or affect any of the rights, powers, duties or obligations of the City with respect to the moneys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Local Obligations, (D) in any way question or affect any authority for the issuance of the Local Obligations, or the validity or enforceability of the Local Obligations, the Resolution or the City Documents, or (E) in any way question or affect this Purchase Agreement or the transactions contemplated by the City Documents, the Resolution, the Official Statement or the documents referred to in the Official Statement;
Item 8.3
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(iii) The City has complied with all agreements, covenants and arrangements, and satisfied all conditions, on its part to be complied with or satisfied on or prior to the Closing Date; and
(iv) To the best of its knowledge, no event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is necessary to disclose therein in order to make the statements not misleading in any respect;
(6) An opinion, dated the Closing Date and addressed to the City, the Authority and the Original Purchaser, of the City Attorney, to the effect that (A) the City Documents have been duly authorized, executed and delivered by, and, assuming due authorization, execution and delivery, constitute the legal, valid and binding agreement of the City enforceable in accordance with their terms, except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought, (B) the Resolution has been duly adopted, is in full force and effect and has not been modified, amended or rescinded, and (C) except as described in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending or threatened, wherein an unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or powers of the City or the District; (ii) enjoin or restrain the issuance, sale and delivery of the Local Obligations, the levy and collection of the Special Taxes or the pledge of the Special Taxes and other amounts pledged or to be pledged under the Fiscal Agent Agreement or the pledge thereof; (iii) in any way question or affect any of the rights, powers, duties or obligations of the City with respect to the moneys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Local Obligations; (iv) in any way question or affect any authority for the issuance of the Local Obligations, or the validity or enforceability of the Local Obligations, the Resolution or the City Documents; (v) in any way question or affect this Purchase Agreement or the transactions contemplated by the City Documents, the Official Statement or the documents referred to in the Official Statement and (vi) the statements in the Official Statement relating to the City are true and accurate; (7) Such additional legal opinions, certificates, instruments and documents as the Authority may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the City’s representations and warranties contained herein and of the statements and information contained in the Official Statement;
(8) An executed copy of the Fiscal Agent Agreement, as
supplemented; and
(9) The Resolution, certified by authorized officers as a true copy and/or as having been adopted or executed (as applicable), with only such amendments, modifications or supplements as may have been agreed to by the Authority and the Original Purchaser.

Item 8.3
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All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Agreement will be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Authority, but the approval of the Authority will not be unreasonably withheld. Receipt of, and payment for, the Local Obligations will constitute evidence of the satisfactory nature of such as to the Authority.

The performance of any and all obligations of the City hereunder and the performance of any and all conditions contained herein for the benefit of the Authority may be waived by the Authority in its sole discretion.

If the City will be unable to satisfy the conditions to the obligations of the Authority to purchase, accept delivery of and pay for the Local Obligations contained in this Purchase Agreement, or if the obligations of the Authority to purchase, accept delivery of and pay for the Local Obligations will be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement will terminate, and neither the Authority nor the City will be under further obligation hereunder, except that the respective obligations of the City and the Authority set forth in paragraphs 14 and 15 hereof will continue in full force and effect.

13. The Authority and the City will determine which portion of expenses incurred in connection with issuance of the Authority Bonds and the Local Obligations will be paid by each respective entity, in such proportion as is in compliance with all applicable laws.

14. To the extent permitted by law, the City will indemnify and hold harmless the Authority and the Trustee, and their respective officers, directors, employees and agents, against any and all losses, claims, damages, liabilities, costs and expenses (including without limitation fees and disbursements of counsel and other expenses) incurred by them or any of them in connection with investigating or defending any loss, claim, damages, liability or any suit, action or proceeding, joint or several, to which they or any of them may become subject under the laws of the State of California or under federal tax law, insofar as such losses, claims, damages, liabilities, costs and expenses (or any suit, action or proceeding in respect thereof) arise out of or are based upon the issuance and sale of the Local Obligations or any untrue statement or alleged untrue statement of a material fact contained in the Official Statement or in any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact relating to the City, the District or the Local Obligations which is required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. This indemnity agreement will be in addition to any liability which the City or the District may otherwise have.

15. This Purchase Agreement is made solely for the benefit of the City and the Authority (including their successors and assigns), and no other person will acquire or have any right hereunder or by virtue hereof. All of the City’s representations, warranties and agreements contained in this Purchase Agreement will remain operative and in full force and effect regardless of: (i) any investigations made by or on behalf of the Authority or (ii) delivery of and payment for the Local Obligations pursuant to this Purchase Agreement. The agreements contained in this paragraph and in paragraph 14 will survive any termination of this Purchase Agreement.

16. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

Item 8.3
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17. In case any one or more of the provisions contained herein will for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision hereof.

18. The validity, interpretation and performance of this Purchase Agreement will be governed by the laws of the State of California.

Item 8.3
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[Signature Page to District Bond Purchase Agreement dated as of October 9, 2025] IN WITNESS WHEREOF, the Authority and the City have caused this Purchase Agreement to be executed by their duly authorized officers all as of the date first above written.

MOUNTAIN HOUSE FINANCING AUTHORITY
By:

Executive Director
CITY OF MOUNTAIN HOUSE, on behalf of
each Improvement Area
By:

City Manager
Item 8.3
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A-1

EXHIBIT A
Schedule of Bond Maturities, Principal Amounts and Interest Rates Maturity Date
(September 1)
Principal
Amount
Interest
Rate
Item 8.3
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TITLE: Adopt Resolution 2026-17 authorizing the issuance of special tax bonds for and on behalf of Improvement Area No. 3 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services), approving and directing the execution of a fiscal agent agreement, approving the form of preliminary official statement, approving the sale of such bonds, and approving other related documents and actions.

MEETING DATE: March 25, 2026
PREPARED BY: Steven Pinkerton, City Manager

RECOMMENDATION
Staff recommends that the City of Mountain House (“City”) approve Resolution 2026-17 authorizing the issuance of special tax bonds for and on behalf of Improvement Area No. 3 of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services), approving and directing the execution of a Fiscal Agent Agreement, approving the form of Preliminary Official Statement, approving sale of such bonds, and approving other related documents and actions.

BACKGROUND
On February 14, 2024, the Board of Directors of the Mountain House Community Services District, then serving as the legislative body for Community Facilities District No. 2024-1 (“CFD”), adopted a Resolution of Intention to form the CFD under the Mello-Roos Community Facilities Act of 1982, as amended. The resolution designated five Improvement Areas, including Improvement Area No. 3 (“IA3”), and a Future Annexation Area of the CFD, into which Improvement Areas No. 9 (“IA9”), No. 11 (“IA11”), and No. 12 (“IA12”), respectively, have been successfully annexed (collectively, the “Improvement Areas”), and authorized the levy of special taxes and to incur bonded indebtedness for financing authorized public facilities required for development in the Improvement Areas of the CFD.

The CFD was established to expedite funding and construction of public infrastructure attributable to future neighborhoods, including ensuring timely delivery of parks and other facilities before full neighborhood buildout. It also facilitates the early funding of regional facilities and enables more efficient and cost-effective funding for maintenance compared to existing Landscape Maintenance Districts. In addition, the CFD provides a more secure financing model by establishing a revenue stream secured solely by a designated special tax.

Following a noticed public hearing, on April 10, 2024, the Board adopted a Resolution of Formation, officially establishing the CFD, designating Improvement Areas 1-5, and creating a Future Annexation Area. The resolution also set a bonded indebtedness limit of $1,066,400,000 for the Future Annexation Area. Upon incorporation of the City in July 2024, the CFD officially became a community facilities district of the City with the City Council as its legislative body.

Item 8.4
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DISCUSSION
The proposed bonds for IA3 are the first series of bonds to be issued for this Improvement Area and additional series of bond issues are expected for IA3 in the future. The resolution authorizing the Bonds call for a not-to-exceed amounts $26,500,000:

The actions and issuance of bonds related to these Improvement Areas are similar to actions previously taken by the City Council in 2025 related to for Improvement Area Nos. 1, 6, 7 and 8 of the CFD. It is important to note that the City does not bear direct liability for the financial risk of the bonds to be issued for any Improvement Area. As outlined in the Fiscal Agent Agreement, bondholders agree that bonds are payable solely from and secured solely by Special Taxes levied on properties within the Improvement Area.

Accordingly, bondholder recourse for repayment is limited to the Special Tax revenue generated by those properties. This structure ensures that the financial obligations related to the CFD limit risk to the City’s General Fund. In addition, the proposed issuance of special tax bonds for IA3complies with the City’s adopted Statement of Goals and Policies Regarding Use of The Mello-Roos Community Facilities Act of 1982, including the minimum Value to Lien Ratio of 3:1 at the time of the bond sale.

Improvement Area 3
IA3 is being developed by Mountain House Developers, LLC (MHD), consists of 1,284 single family residential lots which the Master Developer intends to be developed by multiple homebuilders within various product lines. Tentative maps have been approved by the City for the 1,284 single-family lots with typical lot sizes ranging from 2,000 to 15,000 square feet. As of the February 2, 2026 appraisal date, no final maps have been approved by the City.

As of the February 2, 2026 appraisal date, the land was entitled for 1,312 units; however, the Master Developer plans to reduce the lot count to 1,284 units, which would result in an amendment to the Rate and Method and would occur after the issuance of the Bonds.

Initial development in Improvement Area No. 3 is expected across the planned 363 lots planned for initial development across Tracts 4200, 4201, 4202, 4194 and 4199, corresponding to Villages 2, 3, 4 and 5 in the Rate and Method. MHD anticipates final map recordation of Tract 4199 in the second quarter of 2026.

The 2026 Bonds have been sized based on the Special Tax revenues to be generated by the 363 lots that are finished or partially improved, as show below.
“Village”
No. of
Lots
Unimproved
Lots
Partially
Improved
Lots
Finished
Lots
1* 157 157 0 0
2 287 160 0 127
3 295 216 0 79
4 267 185 0 82
5 154 79 75 0
6 119 119 0 0
Item 8.4
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7 5 5 0 0
Total 1,284 921 75 288
*Village 1 is currently entitled for densities that would allow for up to 185 total units. However, the master developer currently anticipates that a lower density product type will be developed in Village 1, resulting in only 157 units, not the maximum 185 units.

Please see Appendix A for a table of detailing Value to Lien Ratios by Development Status, Special Tax Levies and CFD Debt Allocations by Maximum Special Tax for IA3

FINANCING DOCUMENTS
The Resolution approves the forms of Fiscal Agent Agreement, Bond Purchase Agreement, and Preliminary Official Statement presented to the City Council at this meeting, as well as related actions and documents.

The principal documents being approved are summarized as follows:

Fiscal Agent Agreement. The Fiscal Agent Agreement is the legal document pursuant to which the Improvement Area No. 3 of City of Mountain House, Community Facilities District No. 2024-1 (Public Facilities and Services), Special Tax Bonds, Series 2026 (the “Bonds”) are issued by the City. The Bonds are payable from special taxes received from property within IA3 of the CFD. Computershare Trust National Association will serve as Fiscal Agent under the Fiscal Agent Agreement, and Goodwin Consulting Group will serve as special tax administrator, responsible for ensuring the special tax levy for the CFD is placed on the County property tax roll each year so that debt service and administrative costs can be paid. The Fiscal Agent Agreement contains typical provisions related to the Bonds, including as it relates to optional redemption and special mandatory redemption from special tax prepayments, and the establishment and administration of reserve accounts, project accounts and other accounts for the deposit of proceeds of the Bonds.

Under the Fiscal Agent Agreement, a reserve fund will be established for the benefit of the holders of the Bonds. In the event of a delinquency in payment of special taxes by property owners within IA3 of the CFD, amounts in the reserve account can be used to cover the shortfall; replenishment of the reserve account will come from the special tax levy within the CFD.

In the Fiscal Agent Agreement, the City covenants to bring a foreclosure action against delinquent property owners based on either an overall delinquency rate within the CFD (5%) or three delinquent payments.

The first step in the foreclosure process would be to have the CFD administrator (Goodwin Consulting) send out a written demand letter to the applicable owner(s). Amounts levied each year within the CFD for administrative costs, as well as amounts set-aside
in the applicable reserve account, would be available to the City to pay for the costs associated with any potential foreclosure proceeding.

Bond Purchase Agreement. The Bond Purchase Agreement is the legal document pursuant to which the Bonds are sold by the City to Piper Sandler as underwriter, for further sale and distribution to ultimate purchasers. The Bond Purchase Agreement contains customary representations and warranties from the Item 8.4
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City regarding the formation of the CFD and the issuance of the Bonds. Forms of certificates of the Developer are also included.

Preliminary Official Statement. The Preliminary Official Statement (“POS”) is the document pursuant to which material information is disclosed to potential purchasers of the Bonds. Once final pricing information is available for the Bonds, the POS will be turned into the Official Statement and distributed to actual purchasers of the Bonds. Among other things, the POS contains information regarding the Bonds, the Fiscal Agent Agreement, the City, the Fiscal Agent, and various potential risks associated with investing in the Bonds. Included in various appendices to the POS is additional detailed information regarding the CFD, the rate and method of apportionment, and an appraisal performed by Integra Realty Resources of the estimated market value of the land within the District.

Assuming the City Council approves this financing, staff will work with the Bond finance team to determining the final Bond sizing, and the Preliminary Official Statement will be finalized and posted electronically for investors to review. Assuming the market remains stable, the City and Piper Sandler, the bond underwriter, will hold a pre-pricing call, currently anticipated to be in mid-April, to review bond market conditions and the preliminary interest rates, after which, the Bonds will be sold. An authorized officer will then execute, on behalf of the City, a Bond Purchase Agreement with Piper Sandler, finalizing the bond interest rates and setting the delivery date, which is anticipated to occur the week of pricing.

GOOD FAITH ESTIMATES
In accordance with Government Code Section 5852.1, the following information is hereby disclosed to the City Council prior to the issuance of the Bonds:
(i) the estimated true interest cost of the Bonds (being the rate necessary to discount the amounts payable on the principal and interest payment dates to the purchase price received for the Bonds) is 5.3968%, (ii) the estimated finance charge of the Bonds (being the sum of all fees and charges paid to third parties) is $856,288, (iii) the estimated proceeds of the Bonds expected to be received, net of proceeds for finance charges in (ii) above to paid from the principal amount of the Bonds and any reserves or capitalized interest paid or funded with Bonds is $20,000,000, and (iv) the estimated total payment amount of the Bonds (being the sum of debt service plus finance charges to be paid to final maturity, plus any financing costs not paid from proceeds of the Bonds) is $51,117,848. This information is based on good-faith estimates provided by the City’s underwriter, and assumes $23,017,685 of proceeds available from the Bonds which may change, depending on bond market conditions closer to the time of pricing, and therefore would result in different estimates.

FISCAL IMPACT
No fiscal impact. All costs associated with the administration of the CFD will be borne by the property owners benefitting from the CFD.

Item 8.4
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STRATEGIC PLAN
By approving the proposed actions, the City ensures orderly development, financial stability, and improved community services, all of which align with its long-term strategic vision:

1. Sustainable Growth & Infrastructure – Facilitates timely development of public infrastructure, ensuring essential facilities like parks and roads are in place as new neighborhoods grow.

2. Fiscal Responsibility – Ensures efficient financing mechanisms through special tax bonds, reducing the financial burden on the City’s General Fund while maintaining high-quality public services.

3. Quality of Life – Accelerates the availability of community amenities, enhancing livability for future residents and fostering a well-planned, cohesive community.

4. Economic Development – Supports responsible residential and commercial growth, attracting investment and increasing property values within the City.

CEQA
Not applicable.

ACTION FOLLOWING CITY COUNCIL APPROVAL
After City Council conducts a public hearing and the Council and Authority Board approval, staff will complete the Preliminary Official Statement for investor review. Pre-pricing calls with Piper Sandler as the Authority bonds underwriter are anticipated to be held in late April or early May to review market conditions and interest rates. Once pricing is set on each bond issue, said bonds will be sold and an authorized officer will execute the Bond Purchase Agreement, finalizing interest rates and the delivery schedule. Respective Bond proceeds will then be used per each Fiscal Agent Agreement and Acquisition Agreement to fund public infrastructure improvements.

ATTACHMENTS
A. Resolution 2026-17 Resolution of Issuance
B. Preliminary Official Statement
C. Bond Purchase Agreement
D. Fiscal Agent Agreement

APPENDIX A
IMPROVEMENT AREA 3
Item 8.4
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Value to Lien Ratios by Development Status
Projected Fiscal Year 2026-27 Special Tax Levy
Improvement Area No. 3 Debt Allocated by Projected Special Tax As of February 2, 2026
* Preliminary, subject to change.
(1) The ownership and development status is based on the Appraisal Report and as of the February 2, 2026 date of value. (2) Appraised values were allocated to the individual lots based on the expected development and lot status for each, as reported in the Appraisal. The allocated appraised values may not be indicative of the market values of the villages or the individual lots. (3) Based on 3 building permits issued prior to February 2, 2026, and assumes final maps for Tracts 4194, 4200, 4201, and 4202 will all be recorded prior to June 30, 2026. Assumes no further development. Includes debt service due in 2027 on the Series 2026 Special Tax Bonds and estimated administrative expenses in the amount of $46,000. (4) Includes the $21,250,000 par amount of the Series 2026 Special Tax Bonds. Allocated based on the Projected FY 2026-27 Facilities Special Tax Levy.
(5) Includes the overlapping debt liens listed under Direct and Overlapping Tax and Assessment Debt in the overlapping debt report prepared by California Municipal Statistics, Inc. The overlapping debt report is based on the parcels and assessed values as of FY 2025-26.

Also includes overlapping CFD debt of Lammersville Joint Unified School District CFD No. 2024-1.

Sources: Integra Realty Resources, Inc.; Piper Sandler & Co.; California Municipal Statistics, Inc.; Goodwin Consulting Group, Inc.

Item 8.4
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POLICY AND ACTION ITEM ____

ATTACHMENT A
Resolution No. ____-2026 Page 1 of 4

CITY OF MOUNTAIN HOUSE
RESOLUTION NO. 2026-17

A RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF IMPROVEMENT AREA NO. 3 OF CITY OF MOUNTAIN HOUSE COMMUNITY FACILITIES DISTRICT NO. 2024-1 (PUBLIC FACILITIES AND SERVICES),

APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT,

APPROVING THE FORM OF PRELIMINARY OFFICIAL STATEMENT, APPROVING SALE OF

SUCH BONDS, AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS WHEREAS, prior to the incorporation of the City of Mountain House, the Board of Directors of the Mountain House Community Services District, as the predecessor to the City Council of the City, conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), to (i) establish the City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (the “CFD”), (ii) designate improvement areas within the CFD, including “Improvement Area No. 3 of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services)," and (iii) establish a “City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (Future Annexation Area)” for the CFD (the “Future Annexation Area”); and
WHEREAS, on April 10, 2024, the Board of Directors of the Mountain House Community Services District, as the predecessor to the City Council of the City, as legislative body of the CFD, established the bonded indebtedness limit for the CFD in the principal amount of not to exceed $1,830,700,000 (excluding bonds described in Section 53364.2(e) of the Act), initially allocated to Improvement Area No. 3 in the amount of $240,200,000 (the “Authorization”); and
WHEREAS, under the Act, the City Council is now authorized to issue bonded indebtedness secured by special taxes levied within the CFD and improvement areas therein for the purpose of providing moneys for the construction and acquisition of improvements, and the payment of certain fees, authorized for the CFD; and
WHEREAS, the City desires to issue a series of special tax bonds for Improvement Area No. 3 pursuant to the Authorization; and
WHEREAS, there has been submitted to the City Council a Fiscal Agent Agreement, between the City and Computershare Trust Company, N.A., as fiscal agent (the “Fiscal Agent Agreement”), providing for the issuance of a series of special tax bonds of the City for Improvement Area No. 3, designated as “Improvement Area No. 3 of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) Special Tax Bonds Series 2026” (the “Bonds”), and the City Council, with the aid of City staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order for the purpose intended, and now desires to approve the Fiscal Agent Agreement and the issuance of the Bonds; and WHEREAS, the City proposes to sell the Bonds to Piper Sandler & Co., as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement (the “Bond Purchase Agreement”) Item 8.4
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POLICY AND ACTION ITEM ____

ATTACHMENT A
Resolution No. ____-2026 Page 2 of 4
by and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a Preliminary Official Statement (the “Preliminary Official Statement”); and WHEREAS, the information required to be obtained and disclosed with respect to the Bonds in accordance with Government Code Section 5852.1 is set forth in the staff report accompanying this Resolution; and
WHEREAS, all conditions, things and acts required to exist and to have been performed precedent to and with respect to the issuance of the Bonds and the levy of the special taxes securing the Bonds, as contemplated by this resolution and the Fiscal Agent Agreement, have happened and exist as required by the laws of the State of California, including the Act, and the actions to be performed in due time for the issuance of the Bonds conform in form and manner to the applicable laws of the State of California, including the Act.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF MOUNTAIN HOUSE:

SECTION 1. Findings. This Council finds and determines that (i) it is prudent in the management and development of land in the City and the CFD to issue the Bonds to provide money for the construction and acquisition of public improvements, and the payment of certain fees, authorized for the CFD, and (ii) the Bonds, the CFD and Improvement Area No. 3 of the CFD are substantially in compliance with the City’s Statement of Goals and Policies Regarding the Use of the Mello-Roos Community Facilities Act of 1982, with any deviations hereby approved.

SECTION 2. Law Applicable. For the purposes of these proceedings in and for the CFD and Improvement Area No. 3, the Act shall be the authority for the issuance of the Bonds.

SECTION 3. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, the Bonds, in an aggregate principal amount not to exceed $26,500,000, are hereby authorized to be issued. The Bonds shall be executed in the form set forth in, and otherwise as provided in, the Fiscal Agent Agreement. The Bonds shall be dated and executed in the forms, be in the principal amounts, denominations, mature, be payable at the place and in the priorities and bear interest at the rates as set forth in and otherwise as provided in the Fiscal Agent Agreement.

The Council finds that an appraisal has been prepared by an independent appraiser hired by the City for the purpose of determining the value of the real property within Improvement Area No. 3 subject to the special tax to pay debt service on the Bonds, and that such value is at least three times the proposed principal amount of the Bonds proposed to be issued and secured by a special tax to be levied on property within Improvement Area No. 3. In conformance with Section 53345.8 of the Act the Board directs that the Bonds shall not be issued in a principal amount which, based on the appraiser’s conclusion of value, would result in such value being below three times the proposed principal amount of the Bonds.

SECTION 4. Fiscal Agent Agreement. The Fiscal Agent Agreement in substantially the form on file with the City Clerk is hereby approved, a copy of which is attached as Exhibit 1 and incorporated by this reference. The City Manager, Finance Director, Administrative Services Director or such other person or persons as any of them may designate (each an “Authorized Officer”) are hereby separately authorized and directed to execute and deliver the Fiscal Agent Agreement, with such additions thereto or changes Item 8.4
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POLICY AND ACTION ITEM ____

ATTACHMENT A
Resolution No. ____-2026 Page 3 of 4
therein as are approved by the Authorized Officer upon consultation with the City’s bond counsel, and including but not limited to such additions or changes as are necessary or advisable to permit the timely issuance, sale and delivery of the Bonds; provided, however, that no additions or changes shall authorize the issuance of an aggregate principal amount of Bonds which would cause bonds issued for Improvement Area No. 3 to be in excess of the Authorization.

The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Fiscal Agent Agreement, as finally approved and executed by an Authorized Officer. The terms and provisions of the Fiscal Agent Agreement, as finally executed, are incorporated herein by reference as if fully set forth herein. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery of the Fiscal Agent Agreement by an Authorized Officer.

SECTION 5. Bond Preparation and Delivery; Sale of the Bonds. The Bonds, when executed, shall be delivered to the fiscal agent for authentication. The fiscal agent is hereby requested and directed to authenticate the Bonds by executing the fiscal agent’s certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the City by an Authorized Officer, which instructions are hereby authorized, for and in the name and on behalf of the City, to be delivered.

SECTION 6. Covenant to Foreclose. The City hereby covenants, for the benefit of the owners of the Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments levied as a special tax for the payment of debt service on the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement.

SECTION 7. Approval of Preliminary Official Statement. The City Council hereby approves the Preliminary Official Statement in substantially the form presented to the City Council at this meeting, a copy of which is attached as Exhibit 2 and incorporated by this reference. The Authorized Officers are each hereby authorized and directed to execute a final Official Statement (the “Official Statement”), for and in the name and on behalf of the City, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with the City’s bond counsel. The City Council hereby authorizes and directs the Underwriter to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the Bonds and to deliver copies of the Official Statement to all actual purchasers of the Bonds.

The City Council hereby authorizes the delivery of the Preliminary Official Statement and the Official Statement. The City Council hereby authorizes and directs an Authorized Officer, on behalf of the City, to deem “final,” pursuant to Rule 15c2-12 of the Securities Exchange Act of 1934, the Preliminary Official Statement prior to its distribution to prospective purchasers of the Bonds.

SECTION 8. Approval of Purchase Agreement. The City Council hereby approves the Bond Purchase Agreement, a copy of which is attached as Exhibit 3 and incorporated by this reference; provided, however, that the aggregate principal amount of Bonds shall not exceed $26,500,000 or result in an Underwriter’s discount in excess of 1.50%, or a true interest cost in excess of 6.75%. Subject to the foregoing parameters, an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement in substantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same. The City Council Item 8.4
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POLICY AND ACTION ITEM ____

ATTACHMENT A
Resolution No. ____-2026 Page 4 of 4
hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Bond Purchase Agreement will result in a lower overall cost.

SECTION 9. Actions Authorized. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the CFD and the designation of Improvement Area No. 3 therein, and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Authorized Officers are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by an Authorized Officer as specified herein, may be taken by the Authorized Officer or any designee, with the same force and effect as if taken by such Authorized Officer.

SECTION 10. Effectiveness. This Resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED by the City Council of the City of Mountain House on the _____ day of ___________, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
__________________________________
Andy Su, Mayor
ATTEST:

Margaret Wimberly, City Clerk
Item 8.4
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Jones Hall Draft 3.16.26
PRELIMINARY OFFICIAL STATEMENT DATED _____________, 2026 NEW ISSUE–FULL BOOK ENTRY NOT RATED
In the opinion of Jones Hall LLP, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the 2026 Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See “TAX MATTERS” herein. $__________*
IMPROVEMENT AREA NO. 3 OF

CITY OF MOUNTAIN HOUSE
COMMUNITY FACILITIES DISTRICT NO. 2024-1 (PUBLIC FACILITIES AND SERVICES)

SPECIAL TAX BONDS
SERIES 2026
Dated: Date of Delivery Due: September 1, as shown on inside cover The bonds captioned above (the “2026 Bonds”), are being issued by the City of Mountain House (the “City”) by and through Improvement Area No. 3 (“Improvement Area No. 3”) of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (the “District”). The 2026 Bonds are special tax obligations of the City, authorized pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being California Government Code Section 53311, et seq. (the “Act”), and are issued pursuant to the Resolution of Issuance (as defined herein) and a Fiscal Agent Agreement dated as of April 1, 2026, (the “Fiscal Agent Agreement”) by and between the City and Computershare Trust Company, N.A., as fiscal agent (the “Fiscal Agent”). The 2026 Bonds are being issued to (i) construct and/or acquire certain authorized public facilities, (ii) provide for a deposit to a debt service reserve account for the 2026 Bonds, (iii) pay capitalized interest on the 2026 Bonds through and including September 1, 2026 and (iv) pay costs of issuance of the 2026 Bonds. Interest on the 2026 Bonds is payable semiannually on March 1 and September 1 of each year, commencing September 1, 2026. See “THE BONDS – Authority for Issuance.” The 2026 Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” The 2026 Bonds are secured by and payable from a pledge of Special Tax Revenues (as defined herein) derived from Special Taxes (derived from the levy of Facilities Special Taxes, both as defined herein) to be levied by the City on real property within Improvement Area No. 3, from the proceeds of any foreclosure actions brought following a delinquency in the payment of the Special Taxes, and from amounts held in certain funds under the Fiscal Agent Agreement, all as more fully described herein. Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within Improvement Area No. 3. In the event of delinquency, proceedings may be conducted only against the parcel of real property securing the delinquent Special Tax. There is no assurance the owners will be able to pay the Special Tax or that they will pay a Special Tax even though financially able to do so. To provide funds for payment of the 2026 Bonds and the interest thereon as a result of any delinquent Special Taxes, the City will establish a debt service reserve account for the 2026 Bonds from proceeds of the 2026 Bonds, as described herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.” Property currently in Improvement Area No. 3 and subject to the Special Tax is planned for 1,284 residential lots. As of ________, 2026 the master developer of the project, Mountain House Developers, LLC (the “Master Developer”) owns all the land within the District. Initial homebuilding activity is planned for 61 lots and construction of model homes on ____ lots commenced in _______ 2026. See “IMPROVEMENT AREA NO. 3 PLANNED DEVELOPMENT.”
The 2026 Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See “THE BONDS – Redemption.”

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF SAN JOAQUIIN, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE 2026 BONDS. THE 2026 BONDS DO NOT CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT LIMITATION. THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING “SPECIAL RISK FACTORS,” SHOULD BE READ IN ITS ENTIRETY.

This cover page contains certain information for general reference only. It is not a summary of all of the provisions of the 2026 Bonds.

Prospective investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision.

See “SPECIAL RISK FACTORS” herein for a discussion of the special risk factors that should be considered, in addition to the other matters and risk factors set forth herein, in evaluating the investment quality of the 2026 Bonds.

The 2026 Bonds are offered when, as and if issued, subject to approval as to their legality by Jones Hal LLP, San Mateo, California, Bond Counsel. Certain legal matters will also be passed on by Jones Hall, as Disclosure Counsel, Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, as counsel to the Underwriter. Certain legal matters will be passed upon for the City by the City Attorney. It is anticipated that the 2026 Bonds will be available for delivery to DTC on or about _______, 2026. [Piper Sandler logo]
The date of this Official Statement is ________, 2026.
_______________
* Preliminary; subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Item 8.4
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IMPROVEMENT AREA NO. 3 OF

CITY OF MOUNTAIN HOUSE
COMMUNITY FACILITIES DISTRICT NO. 2024-1 (PUBLIC FACILITIES AND SERVICES)

SPECIAL TAX BONDS
SERIES 2026

MATURITY SCHEDULE
Maturity
(Sept. 1)
Principal
Amount
Interest
Rate Yield Price
CUSIP†
(______)
$__________ _____% Term Bond Due September 1, 20___; Yield ____%; Price: ____% CUSIP†: _________

† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright (c) 2026 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the City, the Underwriter, the Municipal Advisor, or their agents or counsel take any responsibility for the accuracy of such numbers.

Item 8.4
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CITY OF MOUNTAIN HOUSE, CALIFORNIA
City Council
Andy Su, Mayor
Bernice King Tingle, Vice Mayor
Matt Disko, Council Member
Ronna Green, Council Member
Dan Harrison, Council Member
City Staff
Steven J. Pinkerton, City Manager
Jodi Almassy, Deputy City Manager
Sarah Ragsdale, Administrative Services Director
Thomas Retchless, Finance Director
Margaret Wimberly, City Clerk
City Attorney
John Bakker
Redwood Public Law
____________________________

SPECIAL SERVICES
Bond Counsel and Disclosure Counsel
Jones Hall LLP
San Mateo, California
Municipal Advisor
Kosmont Financial Services
El Segundo, California
Special Tax Consultant and Administrator
Goodwin Consulting Group, Inc.

Sacramento, California
Appraiser
Integra Realty Resources
Sacramento, California
Fiscal Agent
Computershare Trust Company, N.A.

San Francisco, California
Item 8.4
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GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
Use of Official Statement. This Official Statement is submitted in connection with the sale of the 2026 Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not to be construed as a contract with the purchasers of the 2026 Bonds.

Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the City, in any press release and in any oral statement made with the approval of an authorized officer of the City, the words or phrases “will likely result,” “are expected to”, “will continue”, “is anticipated”, “estimate”, “project,” “forecast”, “expect”, “intend” and similar expressions identify “forward looking statements.” Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the City since the date hereof.

Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representations in connection with the offer or sale of the 2026 Bonds other than those contained herein and if given or made, such other information or representation must not be relied upon as having been authorized by the City or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 2026 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.

Involvement of Underwriter. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, their responsibilities to investors under the Federal Securities Laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. All summaries of the documents referred to in this Official Statement are made subject to the provisions of such documents, respectively, and do not purport to be complete statements of any or all of such provisions.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR

EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2026 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

THE 2026 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE 2026 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.

Item 8.4
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TABLE OF CONTENTS
Page Page
INTRODUCTION....................................................1 SOURCES AND USES OF FUNDS.......................7
THE BONDS ..........................................................8 Authority for Issuance.........................................8 Description of the Bonds.....................................8 Redemption*.......................................................9 Transfer or Exchange of Bonds ........................12

SECURITY AND SOURCES OF PAYMENT FOR
THE BONDS ........................................................13 Special Taxes ...................................................13 Special Tax Methodology .................................14 Levy of Annual Special Tax; Maximum Special
Tax.................................................................17 Special Tax Fund..............................................19 Delinquent Payments of Special Tax; Covenant
for Superior Court Foreclosure......................19
2026 Reserve Account of Reserve Fund..........22
Improvement Fund............................................23 Additional Bonds...............................................23 DEBT SERVICE SCHEDULE ..............................26
THE CITY.............................................................28 IMPROVEMENT AREA NO. 3 PLANNED
DEVELOPMENT..................................................33 Development of the Mountain House Community
.......................................................................33 Development of the Improvement Area No. 3 ..34
The Lakes ProjectError! Bookmark not
defined.

Development AgreementError! Bookmark not
defined.

Conditions of Approval......................................35 Public Infrastructure Improvements Required for
Improvement Area No. 3 ...............................37 Planned Sales to Merchant Builders.................38
Utilities ................Error! Bookmark not defined.

Other Matters......Error! Bookmark not defined.

Master Developer Financing Plan for
Improvement Area No. 3 ...............................38 The Master Developer ......................................41 Rurka Homes....................................................41

VALUE OF PROPERTY WITHIN IMPROVEMENT
AREA NO. 3.........................................................43 Assessed Valuation ..........................................43 The Appraisal....................................................43 Value to Special Tax Burden Ratios .................45
Special Tax Collections and Delinquencies......50
Overlapping Liens and Priority of Lien..............50
Estimated Overall Tax Burden..........................52 SPECIAL RISK FACTORS ..................................53 Limited Obligation of the City to Pay Debt Service
.......................................................................53 Concentration of Ownership .............................53 Appraised Values..............................................54 Property Values and Property Development ....54
Levy and Collection of Special Taxes...............57
FDIC/Federal Government Interests in Properties
.......................................................................58 Bankruptcy and Foreclosure Delays.................59
Parity Taxes and Special Assessments; Private
Debt...............................................................61 Tax Delinquencies ............................................62 No Acceleration Provisions...............................63 Ballot Initiatives.................................................63 Voter Initiatives .................................................63 Case Law Related to the Mello-Roos Act.........64
Exempt Properties ............................................65 Pandemic Diseases ..........................................65 Cyber Security ..................................................66 Potential Early Redemption of Bonds from
Prepayments .................................................66

CONSTITUTIONAL LIMITATIONS ON TAXATION
AND APPROPRIATIONS.....................................67 TAX MATTERS....................................................67 LEGAL OPINION .................................................69 NO RATINGS.......................................................69 NO LITIGATION...................................................69 CONTINUING DISCLOSURE..............................70
MUNICIPAL ADVISOR ........................................71 UNDERWRITING.................................................71 CONTINGENT FEES...........................................71 EXECUTION ........................................................72 APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX APPENDIX B – THE APPRAISAL
APPENDIX C – GENERAL DEMOGRAPHIC INFORMATION ABOUT THE MOUNTAIN HOUSE AREA APPENDIX D – FORM OF OPINION OF BOND COUNSEL
APPENDIX E – FORM OF CONTINUING DISCLOSURE CERTIFICATE
APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF FISCAL AGENT AGREEMENT APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM
Item 8.4
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1 OFFICIAL STATEMENT

$____________*
IMPROVEMENT AREA NO. 3 OF

CITY OF MOUNTAIN HOUSE
COMMUNITY FACILITIES DISTRICT NO. 2024-1 (PUBLIC FACILITIES AND SERVICES)

SPECIAL TAX BONDS
SERIES 2026
This Official Statement, including the cover page and all Appendices hereto, is provided to furnish certain information in connection with the issuance by the City of Mountain House (the “City”) by and through Improvement Area No. 3 (“Improvement Area No. 3”) of City of Mountain House Community Facilities District No. 2024-1 (Public Facilities and Services) (the “District”) of the bonds captioned above (the “2026 Bonds”).

Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Definitions of certain terms used herein and not defined herein have the meaning set forth in the Fiscal Agent Agreement. See APPENDIX F.

INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and attached appendices, and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The offering of the 2026 Bonds to potential investors is made only by means of the entire Official Statement.

The City. The City was incorporated by vote of its citizens at an election held on March 5, 2024, becoming the 483rd incorporated city admitted to the State of California in July 2024. As part of the incorporation process, the District, which had been formed by the City’s predecessor, Mountain House Community Services District, officially became a community facilities district of the City with the City Council as its legislative body.

The City is located in the unincorporated area of San Joaquin County (the “County”), north of Interstate 205, east of the Alameda County line and west of Mountain House Parkway approximately 6 miles northwest of the City of Tracy and west of the City of Lathrop. Regional access to the community is from Interstate 205, along the City’s southern boundary. Local access is via Grant Line Road and Byron Road, which traverse the community, and Mountain House Parkway along the eastern boundary. For economic and demographic information regarding the __________
*
Preliminary; subject to change.

Item 8.4
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2 area in and around the City, see “APPENDIX C – GENERAL DEMOGRAPHIC INFORMATION ABOUT THE MOUNTAIN HOUSE AREA.”
The District and Improvement Area No. 3. On February 14, 2024, the Board of Directors of the Mountain House Community Services District, as the then-legislative body for Community Facilities District No. 2024-1 (Public Facilities and Services), adopted a Resolution of Intention to form the District, five improvement areas therein and a future annexation area, to levy a special tax (the “Facilities Special Tax,” also referred to herein as the “Special Tax”), and to incur bonded indebtedness for the purpose of financing certain authorized public facilities and services, all under the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”). After conducting a noticed public hearing, on April 10, 2024, the Board adopted a Resolution of Formation (the “Resolution of Formation”), which established the District, designated Improvement Area Nos. 1,2,3,4,& 5 as an improvements area therein, and identified a future annexation area for the District (the “Future Annexation Area”), and established a bonded indebtedness limit for the District, including a bonded indebtedness limit for Improvement Area No. 3 of $240,200,000. The 2026 Bonds are the first series of bonds to be issued for Improvement Area No. 3.

Upon incorporation of the City in July 2024, the District officially became a community facilities district of the City with the City Council of the City (the “City Council”) as its legislative body.

As initially formed the District comprised five improvement areas. In late 2024 through early 2026 seven additional improvement areas were annexed into the District from the Future Annexation Area at the request of homebuilders Pulte Home Company, LLC (Improvement Area No. 6), Tri Pointe Homes Holdings, Inc. (Improvement Area No. 7), Lennar Homes of California, LLC (Improvement Area No. 8), Richmond American Homes (Improvement Area No. 9), Shea Homes (Improvement Area No. 10), Risewell Homes (Improvement Area No. 11) and KB HOME (Improvement Area No. 12). Bonds were issued in 2025 for Improvement Area Nos. 1, 7 and 8.

The 2026 Bonds are only secured by Special Taxes within Improvement No. 3.

The Mountain House Community. Prior to incorporation of the City, much of the land which is now within the City boundary had been undergoing substantial residential development with the Mountain House unincorporated community. Homebuilding began in 2001 and as of the end of 2025, approximately 8,000 homes are within the City. Homebuilding continues to the present, with significant land holdings still undeveloped and expected to primarily become residential neighborhoods as homebuilding continues according to market demands.

Collectively among the original five original improvement areas and the seven annexed improvement areas, the CFD is currently planned to comprise approximately _______ lots, including the 1,284 lots planned for Improvement Area No. 3. Only the land in Improvement Area No. 3 is and will be security for the 2026 Bonds.

Improvement Area No. 3 Planned Development. Property currently in Improvement Area No. 3 subject to the Special Tax is comprised of undeveloped land planned for 1,284 detached residential lots. Mountain House Developers, LLC, a Delaware limited liability company (the “Master Developer”) is the master developer of the area, and currently owns all the land within Improvement Area No. 3. The Master Developer currently owns all of the land within Improvement Area No. 3. Rurka Homes, an entity which is a general contractor affiliate of the Master Developer, as described herein, has commenced building model homes on 3 of the 61 lots and 75 additonal lots are committed to Rurka Homes. The Master Developer expects to bring Item 8.4
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3 the lots to a “finished lot” condition and sell lots to homebuilders. None of the lots in Improvement Area No. 3 are under contract with any merchant builder, however marketing of the remaining 227 finished lots is underway.

The 2026 Bonds have been sized based on the special tax revenues generated by 363 residential lots expected to be initially be developed within Improvement Area No. 3.

Authority for Issuance of the 2026 Bonds. The 2026 Bonds are issued pursuant to the Act, a resolution adopted by the City Council on March 25, 2026 (the “Resolution of Issuance”) and a Fiscal Agent Agreement dated as of April 1, 2026 (the “Fiscal Agent Agreement”), between the City and Computershare Trust Company, N.A., as fiscal agent (the “Fiscal Agent”).

The 2026 Bonds are the first series of bonds issued for Improvement Area No. 3 and additional bonds secured on parity with the 2026 Bonds are expected to be issued in the future.

Bond Terms. The 2026 Bonds will be dated as of and bear interest from the date of delivery thereof at the rate or rates set forth on the cover page of this Official Statement. Interest on the 2026 Bonds is payable on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing September 1, 2026. The 2026 Bonds will be issued without coupons in denominations of $5,000 or any integral multiple thereof.

Registration of Ownership of 2026 Bonds. The 2026 Bonds will be issued only as fully registered bonds in book-entry form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Ultimate purchasers of 2026 Bonds will not receive physical certificates representing their interest in the 2026 Bonds. So long as the 2026 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co. and will not mean the ultimate purchasers of the 2026 Bonds. Payments of the principal, premium, if any, and interest on the 2026 Bonds will be made directly to DTC, or its nominee, Cede & Co. so long as DTC or Cede & Co. is the registered owner of the 2026 Bonds.

Disbursements of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Use of Proceeds. Proceeds of the 2026 Bonds will primarily be used to finance a portion of the costs of acquiring and constructing certain authorized infrastructure improvements (the “Improvements,” as described herein) as part of the development being undertaken within the District by the Master Developer. The Improvements consist generally of roadway, water, wastewater, drainage, and other infrastructure improvements necessary for development of property within the District. Proceeds of the 2026 Bonds will also be deposited to a debt service reserve account for the 2026 Bonds, and to pay costs of issuance and to pay capitalized interest through and including September 1, 2026.

Security and Source of Payment. As security for the payment of the 2026 Bonds, a facilities special tax (herein the “Special Tax”) applicable to each taxable parcel is being levied in Improvement Area No. 3. The 2026 Bonds and any Additional Bonds that may be issued in the future pursuant to the terms of the Fiscal Agent Agreement (collectively, the “Bonds”) are payable from the “Special Tax Revenues,” consisting of the proceeds of the Special Taxes annually received by the City, excluding any interest and penalties thereon collected in connection with delinquent Special Taxes, less an amount equal to the Administrative Expense Priority, including all scheduled payments and delinquent payments thereof, and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes, net of the administration Item 8.4
Mountain House Page 1455 of 1663
4 charge of the County (currently at the lesser of 1% or $3 per parcel), but do not include any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure. “Administrative Expense Priority” means (i) for Fiscal Year 2026-27, $35,000, and (ii) for each subsequent fiscal year, an amount equal to the preceding fiscal year’s Administrative Expense Priority plus an additional 2% of such amount.

The 2026 Bonds are also payable from amounts held in certain funds and accounts pursuant to the Fiscal Agent Agreement, including an account within a debt service reserve fund, all as more fully described herein.

Special taxes for certain public services will also be levied by the City within the District; only the facilities special tax component, herein referred to as the Special Tax, will be security for the 2026 Bonds. The special tax for services is not security for the Bonds.

Special Taxes will be levied and collected according to the facilities tax liability determined by the City Council through the application of the Rate and Method of Apportionment of Special Taxes for Improvement Area No. 3 (the “Rate and Method”). The Rate and Method is set forth in its entirety in APPENDIX A hereto. The Rate and Method includes a services special tax component which is not security for the Bonds. Pursuant to the Rate and Method, a “Facilities Special Tax” will be levied and collected until the earlier of (i) the “Transition Year” (defined herein) or (ii) Fiscal Year 2064-65, and a “Services Special Tax” (which is not security for the 2026 Bonds) will be levied and collected in perpetuity.

Only the “Facilities Special Tax” is pledged to the payment of the 2026 Bonds; the definition of “Special Taxes” used in the Fiscal Agent Agreement and this Official Statement refers only to the “Facilities Special Tax” levied in accordance with the Rate and Method. See “SECURITY AND SOURCES OF PAYMENT OF THE BONDS – Special Tax Methodology.” The Special Tax represents a lien on each parcel of land subject to the Special Tax, and failure to pay the Special Taxes could result in proceedings to foreclose the delinquent parcel.

The Special Taxes do not constitute the personal indebtedness of the owners of taxed parcels.

See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.”
Reserve Fund. A debt service reserve fund has been established under the Fiscal Agent Agreement (the “Reserve Fund”) with a subaccount established therein for the benefit of the holders of the 2026 Bonds. The Reserve Fund is available solely for the payment of debt service on the 2026 Bonds; Additional bonds, if and when issued, will have a separate reserve account.

See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Reserve Fund.” Estimated Value of Taxable Property. Taxable property in Improvement Area No. 3 is security for the Special Tax that secures the Bonds. The City authorized the preparation of an appraisal report (the “Appraisal”) for certain real property within Improvement Area No. 3, which sets forth an aggregate value of taxable property currently in Improvement Area No. 3 of $302,204,000, as of February 2, 2026. The appraised value assumes completion of the Improvements funded by the 2026 Bonds (but not any Additional Bonds that may be issued in the future) and accounts for the impact of the lien of the Special Tax on the value of the property. In considering the estimates of value evidenced by the Appraisal, it should be noted that the Appraisal is based upon a number of standard and special assumptions, which affect the estimates as to value. See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 3 – The Appraisal” and APPENDIX B.

Item 8.4
Mountain House Page 1456 of 1663
5 The estimated value of taxable property in Improvement Area No. 3 ($302,204,000) is ____* times the $_______________* aggregate principal amount of direct and overlapping bonded indebtedness in Improvement Area No. 3 (consisting of $_____________* for the 2026 Bonds and $_____________ for overlapping debt). This is based on the entirety of Improvement Area No. 3, the value to lien ratio for individual parcels will vary from the average. See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 3 – Value to Special Tax Burden Ratios.” Future Parity Bonds. The maximum authorized indebtedness for Improvement Area No. 3 is $240,200,000, and the 2026 Bonds represent the first series of special tax bonds issued under this authorization. Additional Bonds secured on parity with the 2026 Bonds are expected to be issued in the future.

Risks of Investment. See the section of this Official Statement entitled “SPECIAL RISK FACTORS” for a discussion of special factors that should be considered, in addition to the other matters set forth herein, in considering the investment quality of the 2026 Bonds. In particular, no assurance can be given that the timing of construction of homes and/or sale of homes projected by the Merchant Builders in this Official Statement will be accomplished. See “SPECIAL RISK FACTORS.”
Limited Obligation of the City. The general fund of the City is not liable and the full faith and credit of the City is not pledged for the payment of the interest on, or principal of or redemption premiums, if any, on the 2026 Bonds. The 2026 Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the City or any of its income or receipts, except the money in the funds established and pledged to the 2026 Bonds under the Fiscal Agent Agreement, and neither the payment of the interest on nor principal of or redemption premiums, if any, on the 2026 Bonds is a general debt, liability or obligation of the City. The 2026 Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restrictions, and neither the City Council, the City nor any officer or employee thereof are liable for the payment of the interest on or principal of or redemption premiums, if any, on the 2026 Bonds other than from the proceeds of the Special Taxes and the money in the funds established and pledged to the 2026 Bonds, as provided in the Fiscal Agent Agreement.

Summary of Information. Brief descriptions of certain provisions of the Fiscal Agent Agreement, the Bonds and certain other documents are included herein. The descriptions and summaries of documents herein do not purport to be comprehensive or definitive, and reference is made to each such document for the complete details of all its respective terms and conditions, copies of which are available for inspection at the office of the Chief Financial Officer of the City.

All statements herein with respect to certain rights and remedies are qualified by reference to laws and principles of equity relating to or affecting creditors’ rights generally. Capitalized terms used in this Official Statement and not otherwise defined herein have the meanings ascribed to such terms in the Fiscal Agent Agreement. The information and expressions of opinion herein speak only as of the date of this Official Statement and are subject to change without notice.

Neither delivery of this Official Statement, any sale made hereunder, nor any future use of this Official Statement shall, under any circumstances, create any implication that there have been no changes to the City or the land in Improvement Area No. 3 since the date hereof. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so __________
* Preliminary; subject to change.

Item 8.4
Mountain House Page 1457 of 1663
6 expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized.

Item 8.4
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7 SOURCES AND USES OF FUNDS
A summary of the estimated sources and uses of funds associated with the sale of the 2026 Bonds follows:

Estimated Sources of Funds:

Principal Amount of 2026 Bonds $
Plus/Less: [Net] Original Issue Premium/Discount
Total $
Estimated Uses of Funds:

Deposit to Improvement Fund $
Deposit to Bond Fund(1)
Deposit to Reserve Fund(2)
Costs of Issuance(3)
Total $

(1) To pay capitalized interest on the 2026 Bonds through and including September 1, 2026. (2) Equal to the initial Reserve Requirement for the 2026 Bonds. (3) Includes fees of bond and disclosure counsel, fees, expenses and charges of the Fiscal Agent and its counsel, printing costs, fees of the special tax consultant and administrator, Appraiser, and Municipal Advisor, Underwriter’s discount, and other costs of issuance.

Item 8.4
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8 THE BONDS
Authority for Issuance
On February 14, 2024, the Board of Directors of the Mountain House Community Services District, as the then-legislative body for the District, adopted a Resolution of Intention to form the District, and designate five improvement areas therein, including Improvement Area No. 3, under the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), to levy a special tax (the “Facilities Special Tax,” also referred to herein as the “Special Tax”) and to incur bonded indebtedness for the purpose of financing certain authorized public facilities. After conducting a noticed public hearing, on April 10, 2024, the Board also adopted a Resolution of Formation (the “Resolution of Formation”), which established the District, designated Improvement Area No. 3 as an improvement area therein, and formed a future annexation area for the District (the “Future Annexation Area”), and established a bonded indebtedness limit for Improvement Area No. 3 of $240,200,000. The 2026 Bonds are the first series of bonds to be issued for Improvement Area No. 3.

Upon incorporation of the City in July 2024, the District officially became a community facilities district of the City with the City Council of the City as its legislative body.

The 2026 Bonds are issued pursuant to the Act, a resolution adopted by the City Council on March 25, 2026 (the “Resolution of Issuance”) and the Fiscal Agent Agreement.

Description of the Bonds
Bond Terms. The 2026 Bonds will be dated as of and bear interest from the date of delivery thereof at the rates and mature in the amounts and years, as set forth on the cover page hereof. The 2026 Bonds are being issued in the denomination of $5,000 or any integral multiple thereof.

Interest on the 2026 Bonds will be payable semiannually on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing September 1, 2026. The principal of the 2026 Bonds and premiums due upon the redemption thereof, if any, will be payable in lawful money of the United States of America at the designated principal corporate trust office of the Fiscal Agent in Los Angeles, California, or such other place as designated by the Fiscal Agent, upon presentation and surrender of the 2026 Bonds; provided that so long as any 2026 Bonds are in book-entry form, payments with respect to such 2026 Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC.

Book-Entry Only System. The 2026 Bonds are being issued as fully registered bonds, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), and will be available to ultimate purchasers under the book-entry system maintained by DTC.

Ultimate purchasers of 2026 Bonds will not receive physical certificates representing their interest in the 2026 Bonds. So long as the 2026 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the 2026 Bonds. The Fiscal Agent will make payments of the principal, premium, if any, and interest on the 2026 Bonds directly to DTC, or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the 2026 Bonds. Disbursements of such payments to DTC’s Participants are the responsibility of DTC and disbursements of such payments to the Beneficial Owners are the responsibility of DTC’s Participants and Indirect Item 8.4
Mountain House Page 1460 of 1663
9 Participants, as more fully described herein. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Calculation and Payment of Interest. Interest on the 2026 Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the 2026 Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on each Interest Payment Date by first class mail to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs whether or not such day is a Business Day (the “Record Date”) preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date, of any Owner of $1,000,000 or more in aggregate principal amount of 2026 Bonds; provided that so long as any 2026 Bonds are in book-entry form, payments with respect to such 2026 Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Each 2026 Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it will bear interest from the Dated Date; provided, however, that if at the time of authentication of a 2026 Bond, interest is in default thereon, such 2026 Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

So long as the 2026 Bonds are registered in the name of Cede & Co., as nominee of DTC, payments of the principal, premium, if any, and interest on the 2026 Bonds will be made directly to DTC, or its nominee, Cede & Co. Disbursements of such payments to DTC’s Participants are the responsibility of DTC and disbursements of such payments to the Beneficial Owners are the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Redemption*
Optional Redemption. The 2026 Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, 20__ at the following respective redemption prices (expressed as percentages of the principal amount of the 2026 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, 20__ through August 31, 20__ 103%
September 1, 20__ through August 31, 20__ 102
September 1, 20__ through August 31, 20__ 101
September 1, 20__ and any date thereafter 100
__________
*
Preliminary; subject to change.

Item 8.4
Mountain House Page 1461 of 1663
10 Mandatory Redemption From Prepayments. The 2026 Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities of the 2026 Bonds and any Additional Bonds, as specified by the City, and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the 2026 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
Interest Payment Dates through and including March 1, ____ 103% September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100 The proceeds of any such prepayment shall be deposited in the Prepayment Account of the Bond Fund and applied by the Fiscal Agent to pay the redemption price of the Bonds.

See “SPECIAL RISK FACTORS – Potential Early Redemption of Bonds from Prepayments” for a discussion of the potential for the 2026 Bonds to be priced with original issue premium and then be redeemed from Special Tax prepayments prior to maturity.

Mandatory Sinking Fund Redemption. The Term 2026 Bonds maturing September 1, 20__ and September 1, 20__ are subject to mandatory sinking payment redemption in part on September 1, 20__ and September 1, 20__, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term 2026 Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term 2026 Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Item 8.4
Mountain House Page 1462 of 1663
11 The amounts in the foregoing tables will be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the 2026 Bonds.

Purchase In Lieu of Redemption. In lieu of redemption, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2026 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may 2026 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase.

Redemption Procedure by Fiscal Agent. The Fiscal Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective registered Owners of any 2026 Bonds designated for redemption, at their addresses appearing on the registration books in the Principal Office of the Fiscal Agent; but such mailing is not a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, will not affect the validity of the proceedings for the redemption of such 2026 Bonds.

Such notice will state the redemption date and the redemption price and, if less than all of the then Outstanding 2026 Bonds are to be called for redemption, will designate the CUSIP numbers and bond numbers of the 2026 Bonds to be redeemed by giving the individual CUSIP number and bond number of each 2026 Bond to be redeemed or will state that all 2026 Bonds between two stated bond numbers, both inclusive, are to be redeemed or that all of the 2026 Bonds of one or more maturities have been called for redemption, will state as to any 2026 Bond called in part the principal amount thereof to be redeemed, and will require that such 2026 Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and will state that further interest on such 2026 Bonds will not accrue from and after the redemption date.

The City has the right to rescind any notice of the optional redemption of 2026 Bonds and such notice may be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the 2026 Bonds then called for redemption.

Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the 2026 Bonds of any maturity, the City will select the 2026 Bonds to be redeemed, from all 2026 Bonds or such given portion thereof of such maturity by lot in any manner which the City in its sole discretion deems appropriate. Upon surrender of 2026 Bonds redeemed in part only, the City will execute and the Fiscal Agent will authenticate and deliver to the registered Owner, at the expense of the City, a new 2026 Bond or 2026 Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2026 Bond or 2026 Bonds.

Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the 2026 Bonds so called for redemption are deposited in the Bond Fund, such 2026 Bonds so called will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice.

Item 8.4
Mountain House Page 1463 of 1663
12 Transfer or Exchange of Bonds
So long as the 2026 Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of 2026 Bonds will be made in accordance with DTC procedures. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Any 2026 Bond may, in accordance with its terms, be transferred or exchanged by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2026 Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent. Whenever any 2026 Bond or 2026 Bonds are surrendered for transfer or exchange, the City will execute and the Fiscal Agent will authenticate and deliver a new 2026 Bond or 2026 Bonds, for a like aggregate principal amount of 2026 Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any fees or expenses incurred by the Fiscal Agent in connection with any such transfer or exchange will be paid by the City. The Fiscal Agent will collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfers or exchanges of 2026 Bonds will be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of 2026 Bonds for redemption or (ii) with respect to a 2026 Bond after such 2026 Bond has been selected for redemption.

Item 8.4
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13 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
Special Taxes
The Bonds (consisting of the and any Additional Bonds that may be issued in the future) are payable from and secured by proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes (but excluding any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure), and net of an administration charge of the County (lesser of 1% or $3 per parcel) (the “Special Tax Revenues”). All of the Special Tax Revenues and all monies deposited in the Bond Fund and, until disbursed as provided herein, in the Special Tax Fund are pledged to secure the repayment of the Bonds. In addition, with respect to each Series of Bonds, all moneys in the applicable Reserve Account within the Reserve Fund for such Series of Bonds is pledged to secure the repayment of the applicable Series of Bonds, such that amounts in the 2026 Reserve Account are pledged to the 2026 Bonds. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or defeased in accordance with the Fiscal Agent Agreement.

A Special Tax applicable to each taxable parcel in Improvement Area No. 3 will be levied and collected according to the tax amount determined by application of the Rate and Method administered by Goodwin Consulting Group, Inc., Sacramento, California (the “Special Tax Administrator”) and set forth in APPENDIX A hereto for all taxable properties in Improvement Area No. 3. Prior to remittance of the Special Tax collections to the City, the County deducts and retains a 1% County administration fee, as noted above. Interest and principal on the Bonds is payable from the annual Special Tax Revenues to be paid to the City from Special Tax levies and collections on taxable property within Improvement Area No. 3, from amounts held in certain funds and accounts established under the Fiscal Agent Agreement and from the proceeds, if any, from the sale of such property for delinquency of such Special Taxes.

Mountain House City CouncilMarch 25, 2026

Mountain House City Council
March 25, 2026